| VVV Sports Limited (VVV) 11 December 2025
VVV Sports Limited (“VVV” or the “Company”) Proposed Acquisition of R3 Sport Limited – Notice of General Meeting VVV Sports Limited, a company incorporated in the British Virgin Islands with its ordinary shares admitted to trading on the Aquis Stock Exchange Growth Market (under the ticker VVV), is pleased to announce that the Company is today posting a circular to Shareholders (the “Circular”) convening a General Meeting of the Company for 10.00 a.m. on 29 December 2025. At the General Meeting, resolutions will be proposed to approve, amongst other things, the proposed acquisition by the Company of R3 Sport Limited, previously announced on 5 November 2025. An extract from the Circular is set out below. Words and expressions defined in the Circular have the same meaning in this announcement. A copy of the full text of the Circular will be available at www.vvvsports.pro. “Proposed Acquisition of R3 Sport Limited Exercise of Warrants Authority to issue Ordinary Shares Proposed Appointment of New Directors and Notice of Extraordinary General Meeting Dear Shareholder
On 10 December 2025, the Company entered into the Share Purchase Agreement with the Majority Sellers to acquire R3 Sport by way of a share exchange, whereby the Company will issue the Consideration Shares to the Majority Sellers in exchange for the acquisition by the Company of their shares in R3 Sport. The remaining shares held by the minority shareholders in R3 Sport will be acquired by the Company contemporaneously with completion of the Share Purchase Agreement.
Jonathan Rowland is both a Seller and also the Executive Chairman of the Company and as such the Proposed Acquisition constitutes a related party transaction under the Aquis Growth Market Access Rules.
Completion of the Proposed Acquisition is conditional, amongst other things, on the approval of the Independent Shareholders of the Proposed Acquisition at an Extraordinary General Meeting. Accordingly, an Extraordinary General Meeting at which the Independent Shareholders will be asked to approve the Proposed Acquisition is being convened at Meeting Room 3, 1st Floor Rosewood Hotel, Al Maryah Island, Abu Dhabi, United Arab Emirates on 29 December 2025 at 10am UKT.
Further to the above, the Company has been notified by Campana of its intention to exercise the Campana Warrants which would result in the issue to it of 100 million new Ordinary Shares upon the payment of the total exercise price of £1.2 million to the Company.
The purpose of this Document is to provide you with information on the Proposed Acquisition, to explain the background to and reasons for the Proposed Acquisition and why the Independent Directors believe the Proposed Acquisition is in the best interests of Shareholders taken as a whole, and to recommend that you vote in favour of the Resolutions.
Your attention is drawn to the fact that the Proposed Acquisition is conditional and dependent upon, among other things, the resolution to approve the Proposed Acquisition being passed at the Extraordinary General Meeting.
The Company adopted a new investment strategy at its latest annual Extraordinary General Meeting, which is to invest and develop businesses in the sports and media sector with a focus on racket sports such as Padel, pickleball and beach tennis as well as more traditional sports including tennis, football, boxing and motor racing.
The Board considers that fast-growing sports, like Padel and pickleball will be the primary focus of the Company. The Directors believe that the creation of a dedicated business focused on these sports which is well funded and led by an experienced management team will enable the Company to be very influential in shaping these sports in the UK and elsewhere. In particular, the Directors intend that the Company will establish state-of-the-art Padel and pickleball venues in the UK and around the world, including Luxembourg and Abu Dhabi.
As a first step in executing its new investment strategy, the Company has made an investment into and entered into a strategic alliance with Spanish-based Wild Pickleball Agency (“WPA”), which was announced on 7 November 2025. The Directors believe WPA is the only European company dedicated solely to growing pickleball in the EMEA region. Founded by seasoned sports industry professional, Queco Catalan, WPA is aiming to professionalise and expand pickleball across the EMEA region. In conjunction with the Company, WPA will focus on developing a three-tiered pickleball competition system, designed to control the flow of talent from grassroots participants to the professional circuit.
Further to the above, on 21 November 2025 the Company entered into an investment agreement with Windswept and Groovy Limited ("WAG"), pursuant to which the Company will fund WAG’s development by providing equity and debt financing to WAG. WAG is a newly formed company, established by Paul Woodman to specialise in producing lifestyle and automotive content for mainstream television and video on demand channels. With established connections in the broadcasting industry and a high profile in fast-growing sports such as Padel and pickleball, WAG will broadcast live sport (including Padel) and create bespoke programmes that focus on the lifestyle and wellness aspects of sport, in order to leverage associated sponsorship, media, and promotional rights.
The Board believes that the Proposed Acquisition is in line with the Company's investment strategy and will allow the Company to position itself as the only London-listed “pure-play” sports investment vehicle focused on the rapid global growth of Padel, pickleball, and other emerging and niche sports.
The Directors intend that the combined business strategy will focus on:
The Directors understand that R3 Sport's strategy is to become a next-generation sports, media, and entertainment company dedicated to accelerating the growth of Padel, and other emerging sports, in the UK and on the world stage.
R3 Sport currently has operations in the UK from where it (i) delivers the R3 Bullpadel Cup, an elite tournament series featuring International Padel Federation (FIP) sanctioned events across the world; (ii) manages a roster of professional Padel players; (iii) owns a pickleball team in the Premier Pickleball League in the UK; and (iv) exclusively distributes the Bullpadel brand in the UK, Ireland, Australia and New Zealand through 50% ownership of MRH Sport Limited. R3 Sport also hosts “Padelaid” an exclusive charity Padel event held annually.
The Majority Sellers agree, pursuant to the terms of the Share Purchase Agreement, to exchange their shares in R3 Sport in consideration for the issue to them of their relevant share of the Consideration Shares. The shares in R3 Sport held by the remaining Sellers (representing 1.5% of the entire issued share capital of R3 Sport) will be transferred to the Company pursuant to stock transfer forms on Completion also in consideration for the issue to them of their relevant share of the Consideration Shares.
Completion is conditional upon, amongst others, the following:
The Share Purchase Agreement contains customary warranties regarding R3 Sport’s business, assets, liabilities and operations. The general warranties survive for a period of 12 months following completion and the Majority Sellers’ financial liability under them is capped at 50% of the value of the Consideration Shares issued to them. The Share Purchase Agreement also includes limited warranties in relation to the Company and its business. The Majority Sellers agree to operate R3 Sports’ business in the ordinary course in the period between signing of the Share Purchase Agreement and Completion. The Majority Sellers are subject to a one-year non-competition and non-solicitation restriction. The Share Purchase Agreement can be terminated by either party in the event of a material breach of warranty in the period between signing and Completion. The Share Purchase Agreement has a long stop date for completion of 30 June 2026 and is governed by English law.
Working Capital
The Directors are of the opinion, having made due and careful enquiry that taking into account the Group’s current cash balances and the proceeds receivable from the issue of the Campana Warrant Shares, the working capital available to the Group is sufficient for the Group's present requirements, that is for at least 12 months from the date of this Document.
Independent Valuation
In connection with the Proposed Acquisition, the Directors appointed RPG Crouch Chapman LLP ("RPG"), an independent firm of chartered accountants to provide an independent valuation of R3 Sport. RPG has prepared a valuation report dated 2 December 2025 ("Valuation Report") which concludes that the fair value of 100% of the equity share capital of R3 Sport is in the range of £3 million to £7.54 million. The proposed consideration of 300,000,000 Consideration Shares, being issued at a deemed price of 1p per share, falls within this valuation range. RPG employed the discounted cash flow analysis in arriving at its conclusion using a five-year financial forecast provided by R3 Sport. A terminal value was calculated using forecast Year 5 revenue and discounted to present value using the weighted average cost of capital (WACC) derived from market-based inputs
RPG has relied upon the accuracy and completeness of financial and operational information provided by R3 Sport’s management and has not independently verified this information. The valuation does not constitute a recommendation regarding the Proposed Acquisition and does not account for potential synergies that may be realised post-completion.
RPG has confirmed that it is independent of both the Company and R3 Sport, has no material interest in the Proposed Acquisition, and will receive a fixed fee for its services that is not contingent upon the outcome of the transaction or the conclusions of the Valuation Report. A complete copy of the Valuation Report is available for inspection at the Company’s registered office during business hours.
Material Contracts Save for the Share Purchase Agreement and the arrangements with WPA and WAG described in paragraph 2 above, neither the Company nor R3 Sport has identified any contracts that are material to their respective businesses or that of the Group.
Short Term Loan
VVV has secured a short term loan of £250,000 from Campana to fund the ongoing business of VVV. The loan from Campana is for a fixed term of 1 year, bears interest at the rate of 5% per annum and is unsecured.
Campana is ultimately controlled by David Rowland, the father of VVV’s Executive Chairman, Jonathan Rowland. The loan from Campana is therefore a Related Party Transaction for the purposes of the Aquis Growth Market Access Rules. The Independent Directors, having exercised reasonable care, skill and diligence, consider that the loan from Campana is fair and reasonable as far as the shareholders of the Company are concerned.
On 17 April 2025 and 13 May 2025, the Company announced that Campana had subscribed for 100 million Ordinary Shares at a price of 1p per share, raising £1.0 million (gross) for the Company. Under the terms of the subscription, Campana received the Campana Warrants giving it the right to one warrant for each Ordinary Share subscribed for exercisable at a price of 1.2p per share for a total of 100 million warrants. Campana has notified the Company of its intention to exercise the Campana Warrants in full which will result in the issue to it of the 100 million Campana Warrant Shares upon the payment of the total exercise price of £1.2 million to the Company.
It is intended that the aggregate net proceeds from the issuance of the Campana Warrant Shares of £1.2m will be used for general working capital purposes.
In order to ensure that the Company can issue the Consideration Shares, the Board is proposing that the Directors be granted a mandate to allot a total of 300,000,000 new Ordinary Shares to be passed by way of Ordinary Resolution (as defined in the Articles) (resolution 2).
With respect to the issuance of the Campana Warrant Shares, the Board is proposing that the Directors be granted a mandate to allot a total of 100,000,000 new Ordinary Shares to be passed by way of 75% Resolution of Shareholders (as defined in the Articles) (resolution 5) at the EGM.
Application will be made for the New Ordinary Shares to be admitted to trading on the Access Segment of the Aquis Growth Market and dealings in the New Ordinary Shares are expected to commence on 30 December 2025 (“Admission”).
On Admission, the New Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares and will rank in full for all dividends and other distributions hereafter declared, paid or made on the ordinary share capital of the Company.
The Board is proposing to appoint Mr. Samuel Robert Kemp as an executive Director and Ms Olivia Nichols as non-executive Director of the Company upon Completion or shortly thereafter.
Mr Samuel Robert Kemp is an experienced operations and events leader with a strong track record across national governing bodies, sports participation and large-scale tournament delivery. As Managing Director of Operations, Tournaments and Events at R3 Sport, Sam has played a central role in shaping the organisation’s rapid growth within the UK and international Padel landscape.
Sam oversees the strategic and operational delivery of R3 Sport’s projects, including the R3 Bullpadel Cup, a flagship international competition recognised for its strong player participation, high-quality delivery and professionalism. Sam has led the growth of the organisation's event portfolio, strengthened commercial partnerships and positioned R3 Sport as a leader within the UK Padel scene.
Prior to joining R3 Sport, Sam held roles within national governing bodies, including England Netball and the Lawn Tennis Association (LTA), where he contributed to participation growth, workforce and technology development and the modernisation of competition structures. He brings a blend of corporate discipline and dynamic leadership with proven expertise in operational strategy, event management, product innovation and multi-stakeholder leadership.
Ms Olivia Nichols is a seasoned strategic leader with 28 years of global experience delivering high-impact marketing, partnership, and project management initiatives across sport, financial services, tech, and travel. With a strong foundation in the sports industry, she spent 12 years at Mubadala Investment Company leading global sponsorship strategy and brand campaigns, managing major partnerships with SailGP, Formula 1, and both ATP and WTA Tennis. Her earlier roles include leading marketing for Yas Marina Circuit, home of the Abu Dhabi Grand Prix, and directing communications for the FIFA Club World Cup UAE. Her career spans senior roles at Emirates, Westpac, and Ouro Global, where she has consistently led cross-functional teams to drive brand growth, commercial value, and operational excellence through integrated marketing and end-to-end project delivery.
Accordingly, the Board is proposing Mr Samuel Robert Kemp be appointed as an executive Director and Ms Olivia Nichols be appointed as a non-executive Director of the Company with effect from Completion or on a date thereafter to be mutually agreed (resolutions 3 and 4).
Following the issue of the New Ordinary Shares, the Company believes that the principal Shareholders in the Company (i.e. those holding Ordinary Shares representing 5% or more of the Company’s enlarged issued share capital of 699,302,718 Ordinary Shares) will be as follows:
You will find the Notice of Extraordinary General Meeting set out at the end of this document. The Extraordinary General Meeting (at which the Resolutions will be proposed) will be held at Meeting Room 3, 1st Floor Rosewood Hotel, Al Maryah Island, Abu Dhabi, United Arab Emirates at 10am UKT on 29 December 2025. Independent Shareholders are entitled to vote for or against all the Resolutions. Shareholders who are not Independent Shareholders are entitled only to vote for or against resolutions (3) to (5).
If you intend either to (a) attend the Extraordinary General Meeting in person; or (b) make use of the conference facility which the Company will make available to shareholders in order to enable remote attendance at the Extraordinary General Meeting, in either case, please email you intention to the Chairman, Jonathan Rowland by email to jr@r3-sport.com. You will then be supplied with registration details (in the case of (a)), or details of the conference facility (in the case of (b)).
Shareholders will find a Form of Proxy enclosed for use at the Extraordinary General Meeting. Whether or not you intend to be present at the Extraordinary General Meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible. To be valid, completed Forms of Proxy must be received by the Company, not later than 10am UKT on 23 December 2025. You are entitled to appoint a proxy to attend and to exercise all or any of your rights to vote and to speak at the Extraordinary General Meeting instead of you. Completion of the Form of Proxy will not preclude you from attending and voting at the Extraordinary General Meeting in person if you so wish. Your attention is drawn to the notes to the Form of Proxy.
Depositary Interest Holders will find enclosed a Form of Instruction. Whether or not you wish to be present at the Extraordinary General Meeting, you are requested to complete and return the Form of Instruction or lodge a vote through the CREST system in accordance with the instructions printed thereon as soon as possible. To be valid, completed Forms of Instruction must be received by the Company no later than 10am UKT on 22 December 2025. Completion of the Form of Instruction will not preclude you from attending and voting at the General Meeting in person if you so wish. 13. Recommendation The Independent Directors having exercised reasonable care, skill and diligence, consider the proposals within this Circular (including the Proposed Acquisition) to be fair and reasonable and in the best interests of the Company and the Shareholders as a whole and therefore recommend that you vote in favour of the Resolutions as they intend to do so. Yours faithfully Mahesh S/o Pulandaran and Richard Morecroft The Independent Directors VVV Sports Limited”
-Ends- The Directors of the Company accept responsibility for the contents of this announcement.
For further information please contact:
Market Abuse Regulation (MAR) Disclosure This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation EU 596/2014 as it forms part of retained EU law (as defined in the European Union (Withdrawal) Act 2018).
Dissemination of a Regulatory Announcement that contains inside information in accordance with the Market Abuse Regulation (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement. View original content: EQS News |
| ISIN: | VGG9470B1004 |
| Category Code: | MSCL |
| TIDM: | VVV |
| LEI Code: | 213800OEUSH43X859D83 |
| Sequence No.: | 410989 |
| EQS News ID: | 2243570 |
| End of Announcement | EQS News Service |
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