Publication of Circular & Notice of General Mtg

River Global PLC

09 June 2026

 

9 June 2026

LEI: 213800LFMHKVNTZ7GV45

River Global plc

("River Global" or the "Company")

Publication of Circular and Notice of General Meeting

Further to the announcement of 27 March 2026, the Company announces that it has today published a circular to Shareholders incorporating a Notice of General Meeting (the "Circular") convening a general meeting to seek Shareholder approval to a proposed Capital Reduction and Return of Capital.

The General Meeting will be held at 10.00 a.m. on Thursday, 25 June 2026 at the Company's registered office, 30 Coleman Street, London EC2R 5AL.

The proposed Capital Reduction and Return of Capital is conditional upon the passing by the Shareholders of the resolutions set out in the Notice of General Meeting, as well as confirmation being obtained from the High Court of Justice in England and Wales (the "Court"). It is being proposed, subject to such Shareholder approvals and Court confirmation, in order to facilitate, so far as possible, the transfer to Shareholders on the basis set out in the Circular of the Initial Consideration Shares to be received by the Company on Completion of the sale of its subsidiary, River Global Holdings Limited, to Liontrust Asset Management PLC. 

The Capital Reduction and Return of Capital comprises: (i) the proposed capitalisation of the entire amount standing to the credit of the Company's merger reserve by issuing D Ordinary Shares to holders of A Ordinary Shares; and (ii) the subsequent cancellation of such D Ordinary Shares in return for the transfer of such number of Initial Consideration Shares as prescribed by the terms of the Capital Reduction and Return of Capital Resolution to the D Shareholders on a pro rata basis for each D Ordinary Share cancelled, with the balance of the share capital so cancelled (if any) credited to the reserves of the Company.

The Board has resolved that awards under the Share Option Scheme shall, subject to and conditional upon the conditions for Completion being satisfied, vest in full prior to the D Ordinary Share Issue Record Time and Completion, which will result in the transfer out of treasury of 5,354,770 A Ordinary Shares and the issue of up to 12,940,541 new A Ordinary Shares, representing, in aggregate, 10.23 per cent. of the enlarged issued share capital of the Company (on the basis that 12,940,541 new A Ordinary Shares are issued). The effect of the vesting of these awards will be to increase the total number of A Ordinary Shares in issue (excluding treasury shares) from 160,608,200 as at the date of this announcement to 178,903,511 (on the basis that 12,940,541 new A Ordinary Shares are issued). A Ordinary Shares issued in this respect will therefore be eligible to receive their pro rata entitlement to D Ordinary Shares on the D Ordinary Share Issue and, in turn, their pro rata entitlement to Initial Consideration Shares transferred to D Shareholders pursuant to the Return of Capital.

Given the above, and on the assumption that no further A Ordinary Shares are issued prior to the D Ordinary Share Issue Record Time, a total of 178,903,511 A Ordinary Shares will be in issue as at the D Ordinary Share Issue Record Time with the holders thereof being entitled to participate in the D Ordinary Share Issue on the basis set out in the Circular.

The D Ordinary Shares will not be stapled to the A Ordinary Shares, will be non-transferable and will not be admitted to trading on AIM, or any other market or stock exchange. As such, should a Shareholder sell their A Ordinary Shares after the D Ordinary Share Issue Record Time, the D Ordinary Shares will remain held by the transferor, who will retain the entitlement to participate in the Return of Capital.

Under the terms of the Capital Reduction and Return of Capital, D Shareholders as at the Capital Reduction and Return of Capital Record Time will be entitled to receive Initial Consideration Shares pursuant to the Return of Capital on the basis prescribed by the terms of the Capital Reduction and Return of Capital Resolution set out in the Circular. The number of Initial Consideration Shares that each D Shareholder shall be entitled to receive pursuant to the Return of Capital for each D Ordinary Share held will be announced via a Regulatory Information Service prior to the Effective Date.

A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular (including the Notice of General Meeting) will also shortly be available on the Company's website at www.riverglobalplc.com.

Capitalised terms used but not defined in this announcement have the meaning given to them in the Circular.

Expected Timetable of Principal Events

	Time and/or date(1) 2026
Publication of the Circular	9 June
Latest time and date for lodging Forms of Proxy or submitting proxy instructions online at www.investorcentre.co.uk/eproxy, through CREST or via the Proxymity platform	10.00 a.m. on 23 June
General Meeting	10.00 a.m. on 25 June
The following dates and times associated with the Capital Reduction and Return of Capital are indicative only and subject to change and will depend on, among other things, the date on which the conditions for completion of the Proposed Disposal described in the Disposal Circular are satisfied, the date on which the Court confirms the Capital Reduction and the date on which the Registrar of Companies registers the Court Order and the statement of capital in respect of the Capital Reduction at Companies House. The Company will give adequate notice of any changes to these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on the Company's website at www.riverglobalplc.com.
New A Ordinary Shares issued and existing A Ordinary Shares transferred out of treasury to Optionholders	8.00 a.m. on 26 June
Admission of new A Ordinary Shares (issued pursuant to the Share Option Scheme) to trading on AIM	8.00 a.m. on 26 June
D Ordinary Share Issue Record Time	6.30 p.m. on 26 June
D Ordinary Shares issued to A Shareholders	8.00 a.m. on 29 June
A Ordinary Shares marked ex-entitlement to D Ordinary Shares	8.00 a.m. on 29 June
Capital Reduction and Return of Capital Record Time	6.30 p.m. on 29 June
Expected date of completion of the Proposed Disposal(2)	30 June
Expected date of the first Court hearing for initial directions	7 July
Expected date of the second Court hearing to confirm the Capital Reduction	28 July
Announcement of the number of Initial Consideration Shares to be transferred to D Shareholders for each D Ordinary Share held at the Capital Reduction and Return of Capital Record Time pursuant to the Return of Capital	28 July
Effective Date of the Capital Reduction and Return of Capital(3)	29 July
Expected date of crediting of CREST accounts and despatch of share certificates in respect of Initial Consideration Shares pursuant to the Return of Capital	as soon as reasonably practicable after, and within 14 days of, the Effective Date

Notes

(1)   All references to times in the Circular are to London times.

(2)   Completion of the Proposed Disposal is conditioned upon the satisfaction of conditions including, inter alia, the FCA approving the Change of Control. Completion of the Proposed Disposal is to occur no later than 30 September 2026, being the longstop date under the terms of the Proposed Disposal.

(3)   The Capital Reduction will become effective on registration of the Court Order and the statement of capital in respect of the Capital Reduction by the Registrar of Companies at Companies House. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to that date.

For further information, please contact:

River Global PLC

Gary Marshall, CFOO

Martin Gilbert, Chairman

Tel: [phone]

Panmure Liberum Limited

Nominated Advisor and Broker

Atholl Tweedie

Tel: [phone]

H/Advisors

Neil Bennett

Rachel Cohen

Tel: [phone]

 

END