S-Ventures PLC - Potential sale of Subsidiaries Change in Year End

S-VENTURES PLC

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

£2m Fundraising

Potential sale of the Operating Subsidiaries of the Group

Change in Year End

Debt fundraising

S-Ventures plc (AQSE: SVEN) (OTCQB: SVTPF), the Company investing in and growing exciting brands across the natural, wellness and food-tech categories, is pleased to announce that it has agreed new loans amounting in aggregate to £2m from Riverfort Global Opportunities plc ("RGO") (£1m) and Sherwood International Holdings Ltd ("Sherwood") (£1m), an existing shareholder.

Each loan is for a term of 12 months with interest at 15%, together with a 5% arrangement fee, and is repayable on maturity.

As part of these arrangements, the existing bridging loan provided by a Middle Eastern family office, amounting to £1m and repayable in May 2024, has been extended to November 2024.  The lender has also been given the option to convert the loan into equity in the event that the proposed transaction referenced below is completed.      

The loan from Sherwood may, at the election of the Company, be converted into equity in the event that the proposed transaction outlined below between SVEN and RGO is completed and the RGO loan would become an intercompany loan.                

Potential sale of Operating Subsidiaries of the Group

In addition to the debt funding arranged above, the Company is in discussions with RGO with respect to a potential sale of the Operating Subsidiaries and novation of SVEN debts, (the "Business") to RGO (the "Proposed Transaction").

Under the Proposed Transaction, RGO would acquire 100% of the Business  in exchange for new shares in RGO issued to SVEN.  The Proposed Transaction, if finalised, would be a Reverse Takeover for RGO requiring, among other things, the publication of an AIM Admission Document in respect of the enlarged group and the approval of both RGO and SVEN shareholders.

For the avoidance of doubt, the Proposed Transaction is not expected to be concluded by way of an offer under the Takeover Code.

The Proposed Transaction, if completed, would value the Business at £3.5 million based on the current issued share capital of SVEN.  As disclosed by the RGO Announcement of today, part of the rationale for the Proposed transaction is to provide the SVEN businesses with access to further capital to fund their investment and growth. 

               
If the Proposed Transaction is successfully completed, the new shares in RGO received by SVEN would be held by SVEN with a view to subsequently distributing these shares to SVEN's shareholders in due course.

Change of Year end

The group has decided to change its year end from 30 September to 31 December to bring it into line with that of its major trading subsidiary, Juvela.  As a result, Sven will release unaudited second interim results for the six month period ended 30 September 2023 by the end of March 2024.  The Group will publish its audited results for the 15 month period ended 31 December 2023 by end of June 2024. 

Scott Livingston, CEO comments:
"We are delighted to announce this funding facility and proposed transaction. Against the background of a very challenging environment over the past twelve months within capital markets, we are pleased to further secure this significant new funding. The combination with RGO would provide us with a quotation on AIM and better access to new capital to support the growth and development of the SVEN businesses.   The commitment of our shareholders and directors to this process is testament our belief in the businesses. "

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