Business
Notice of GM and Proposed Transaction
Notice of GM and Proposed Transaction.
About this update from S-ventures Plc
[{"type":"text","content":"\n\nTHIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS STATES, TERRITORIES AND POSSESSIONS,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.\nTHIS 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\").\n \n \nS-Ventures plc\n(\"S-Ventures\", \"SVEN\" or the \"Company\")\n \nProposed Transaction with RiverFort Global Opportunities plc\nBoard Changes\nPublication of Shareholder Circular and Notice of General Meeting\nand\nTrading Update\n \nProposed Transaction\n \nS-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\").\n \nThe 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 t...