Company Update

River Global PLC

26 October 2026

 

THIS ANNOUNCEMENT CONTAINS INFORMATION THAT IS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IMPLEMENTED IN THE UNITED KINGDOM ("MAR").

26 October 2026

LEI: 213800LFMHKVNTZ7GV45

River Global PLC ("River Global" or the "Company")

Company Update

The Board of River Global announces the following updates in relation to the Company's strategy, and current status as an AIM Rule 15 cash shell, following the sale of River Global Holdings Limited ("RGH") to Liontrust Asset Management PLC ("Liontrust") (the "RGH Disposal").

As previously announced, the Company, having become an AIM Rule 15 cash shell following the RGH Disposal, is required to complete an acquisition or acquisitions constituting a reverse takeover within the period prescribed by the AIM Rules for Companies or be re-admitted to trading on AIM as an investing company under the AIM Rules for Companies (which requires the raising of at least £6 million), failing which trading in the Company's shares may be suspended and admission to AIM may ultimately be cancelled.

The Board is focused on realising remaining benefits for all shareholders and maximising value for B shareholders from the Company's principal remaining asset, a structured 30% equity interest in Parmenion Capital Partners LLP (the "Parmenion Interest"). The Board's intention is to realise the Parmenion Interest in a manner that achieves a balance between seeking to obtain the best achievable value from its realisation and making a timely return of capital to B shareholders in respect of this asset and, at an appropriate point in the future, voluntarily wind up the Company in order to return that value to shareholders.

In light of the Company's realisation strategy, the Board has concluded that it is not in the best interests of the Company or its shareholders as a whole for the Company to undertake a reverse takeover or pursue re-admission as an investing company. The Board has also carefully reviewed and considered the benefits and drawbacks of remaining an AIM quoted company, concluding that the Company's realisation strategy can be delivered more efficiently, in terms of both time and cost, as an unquoted company, given the greater flexibility and cost savings that status affords.

As such, the Board believes that it is in the best interests of the Company and its shareholders as a whole to seek cancellation of admission to trading on AIM of the Company's A ordinary shares (the "A Ordinary Shares") and B shares (the "B Shares" and, together with the A Ordinary Shares, the "Shares") ("Cancellation") and, thereafter, re-registration of the Company as a private limited company ("Re-registration"). The Company therefore expects to publish a circular shortly setting out the background to, rationale for, and implications of Cancellation and Re-registration (in the context of which certain amendments to the Company's articles of association (the "Articles") will be proposed).  A general meeting at which the required shareholder approvals will be sought, will be convened in due course. The Cancellation and Re-registration will each require the approval of not less than 75% of votes cast by eligible shareholders at a duly convened general meeting, in accordance with Rule 41 of the AIM Rules for Companies and the Articles. The Company is currently targeting Cancellation in early December, subject to the necessary approvals.

Amendment to terms of the RGH Disposal

As previously announced, the terms of the sale and purchase agreement relating to the RGH Disposal provide for additional consideration of up to £2.1 million to be paid by Liontrust to the Company ("Additional Consideration"), to be satisfied by the issue of Liontrust ordinary shares credited as fully paid at an issue price of 255.9 pence per share, contingent on the delivery of certain revenues to the Liontrust group as enlarged by its acquisition of RGH (the "Enlarged Liontrust Group") within 12 months of completion of the RGH Disposal ("Completion"). As at Completion, those revenues were dependent on the outcome of the reconstruction subsequently undertaken by European Opportunities Trust PLC ("EOT"), which resulted in certain of EOT's assets continuing to be managed by the enlarged Liontrust Group. Those EOT assets may be reduced over time were funds to be withdrawn. Following further discussions with Liontrust, the Company has agreed to accept, and has received, £1.1 million in cash in lieu of the Additional Consideration, subject to possible clawbacks. Clawback is triggered if a certain threshold of withdrawals is reached: it could be as much as 88% of the total (c.£985K) if all funds were withdrawn immediately, but declines on an on-going basis to reach nil by end August 2028..

This announcement contains inside information. The person responsible for arranging the release of this announcement on behalf of the Company is Gordon Brough, General Counsel and Company Secretary.

For further information, please contact:

River Global PLC Martin Gilbert, Chairman Tel: [phone] Panmure Liberum Limited Nominated Advisor and Broker Atholl Tweedie Tel: [phone] H/Advisors Neil Bennett Rachel Cohen Tel: [phone]

For further details, visit the website, www.riverglobalplc.com

Important notices

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with MAR and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.

This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. The Company urges shareholders to read the circular relating to the Cancellation and Re-registration when it becomes available. This announcement does not constitute a prospectus or a prospectus equivalent document.

This announcement may include statements that are or may be deemed to be forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "envisages", "plans", "projects", "anticipates", "targets", "aims", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts and involve predictions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current views with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's results of operations, financial position, liquidity, prospects, growth or strategies and the industries in which it operates and/or invests. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. Save as required by law or regulation, the Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this announcement that may occur due to any change in their expectations or to reflect events or circumstances after the date of this announcement.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments.

Except as explicitly stated in this announcement, none of the contents of the Company's website, nor any website accessible by hyperlinks on the Company's website, is incorporated in or forms part of, this announcement.

 

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