S-Ventures PLC on Friday agreed to sell its operating subsidiaries to RiverFort Global Opportunities PLC, in a deal which gives the former access to the AIM market, and the latter a chance to stem a ‘weak share price performance’.

RiverFort will acquire the assets and liabilities of S-Ventures in a deal valued at £3.5 million. RiverFort will issue shares to S-Ventures in exchange and the deal will constitute a reverse takeover. RiverFort shares were suspended as a result.

S-Ventures invests in the health, wellness and organic foods sectors. It is Aquis-listed. Its investees include gluten-free and free-from products Juvela, plant-based nutrition company Pulsin and healthy snacking brand Purely.

S-Ventures added that it has agreed new loans worth £3 million, £2 million from Riverfort Global and £1 million from existing shareholder Sherwood International Holdings Ltd.

‘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 S-Ventures businesses. The commitment of our shareholders and directors to this process is testament our belief in the businesses,’ Chief Executive Officer Scott Livingston said.

RiverFort Global believes the deal is an ‘exciting opportunity’ for the firm to become an operating business.

‘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,’ the firm added.

‘Going forward, 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.’

S-Ventures added that sales from continuing operations in the 12 month to September 30 are expected to amount to £17.4 million, and for the 15 months to December, £21.6 million.

‘Since acquisition, Juvela’s contribution to gross group sales up to 30 September 2023 was approximately £6.9 million and for the 15 months ended 31 December, approximately £9.1 million,’ S-Ventures said.

S-Ventures said it is changing its financial year end to December 31 from September 30, to bring it in line with Juvela.

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