S-Ventures PLC - Result of GM and Completion of Transaction

S-Ventures plc

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

Result of General Meeting,

Completion of the disposal of its principal operating subsidiaries

and

Board changes

S-Ventures plc (AQSE: SVEN) is pleased to announce that both resolutions relating to the disposal of its principal operating subsidiaries to Tooru plc (formerly Riverfort Global Opportunities plc) ("Tooru"), an AIM-quoted company, (the "Transaction") set out in the Notice of General Meeting ("GM") dated 8 May 2025 were duly approved and passed by shareholders at the Company's GM held earlier today.

The Company also notes that approval was obtained at a general meeting of shareholders of Tooru, which was also held earlier today.

Following these approvals, the Company will complete the disposal of its operating subsidiaries; Pulsin, Juvela, S Ventures Acquisitions and Market Rocket, and the Company's holding of 85.1% of the issued share capital of We Love Purely  (the "Disposal Entities") and the transfer of substantially all of its liabilities (together, the "Business") to Tooru ("Completion").  Dealings in the enlarged Tooru group are expected to commence on AIM in due course and will be announced by Tooru.

Following Admission, S-Ventures will hold 466,666,666 new ordinary shares in Tooru which will represent approximately 26.7%. of Tooru's enlarged share capital.

The effect of the Transaction on the Company

Upon Completion, the Company will hold no trading subsidiaries, will have significantly reduced outstanding debt, and will become a cash shell which, under the Aquis Rules is an enterprise company. The principal assets of the Company will be its holding in Tooru and minority shareholding in Coldpress Foods Limited and a dormant subsidiary, Ohso Chocolate Limited.  

The Company has accumulated tax losses which may in the event that the Company were to engage in a qualifying trading activity in the future, be utilized against profits.  The amount of tax losses potentially available is estimated as at 31 December 2024 to be in excess of £2.6m.

The Company's unaudited balance sheet at Completion is estimated to show cash and cash equivalents of £380,277, trade and other payables of £824,961, and net assets of £3,580,207.

The Company's strategy

The Board intends to consult with Shareholders in due course regarding the most appropriate and tax-efficient method of realising value from its shareholding in Tooru, which may include a distribution of some or all of its shareholding.  It is possible that not all the Tooru shares will be distributed to shareholders, depending on the investment opportunities or working capital requirements of the Company in the future. 

Leveraging their knowledge and contacts, the Directors will seek to identify suitable investment and/or acquisition opportunities.  At this stage, the Directors remain open to considering opportunities across a range of sectors and jurisdictions.

It is expected that suspension of trading in the Company's shares on the Aquis Growth Market will be lifted in due course and the timing of this will shortly be confirmed.

Board Changes

Upon 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.  The Board would like to record its thanks to Stephen and Alex for their contribution to the Company.  Scott Livingston will become Non-Executive Chairman and Bhanu Choudhrie will remain as Non- Executive Director of the Company. 

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