Shareholders Circular & Notice of General Meeting
Summary by AI BETAClose X
3 November 2026
LEI: 213800LFMHKVNTZ7GV45
River Global PLC (“River Global” or the “Company”)
Proposed cancellation of admission to trading on AIM
Re-registration as a private limited company
Adoption of New Articles
and
Notice of General Meeting
River Global, further to its announcement of 26 October 2026, announces that it will today be posting a circular to all Shareholders (the "Circular"), including a Notice of General Meeting, along with a BLUE Form of Proxy for A Shareholders and a WHITE Form of Proxy for B Shareholders, to seek the approval of eligible Shareholders* for the proposed:
- cancellation of admission of the A Ordinary Shares and the B Shares to trading on AIM ("Cancellation"); and
- subsequent re-registration of the Company as a private limited company and associated adoption of the New Articles ("Re-registration"),
and certain ancillary matters in relation thereto (together, the "Proposals").
The Circular provides Shareholders with the background to and the reasons for the Proposals, explains the consequences of the implementation of the Proposals and why the Directors unanimously consider the Proposals to be in the best interests of the Company and its Shareholders as a whole, and also sets out details of the Matched Bargain Facility to be implemented following Cancellation to facilitate Shareholders buying and selling Shares on a matched bargain basis.
Pursuant to the Notice of General Meeting at Part III of the Circular, the General Meeting will be held at 10.00 a.m. on Thursday 19 November 2026 at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU.
A copy of the Circular will be made available on the Company's website at www.riverglobalplc.com. Appendix I to this announcement (the “Announcement”) contains extracts from the Circular, including an expected timetable of principal events related to the Proposals.
Capitalised terms used but not defined in this Announcement have the meaning given to them in the Circular.
*For the purposes of AIM Rule 41, B Shareholders are entitled to vote on the Cancellation Resolution, however, in accordance with the Current Articles, B Shareholders are not entitled to vote on the Re-registration Resolution – see paragraph 11 of Part 1 of the Circular for further details.
For further information, please contact:
River Global PLC
Martin Gilbert, Chairman
Tel: +44 (0) 7788 338157
Panmure Liberum Limited
Nominated Adviser and Broker
Atholl Tweedie
Tel: +44 (0) 20 7886 2500
H/Advisors
Neil Bennett
Rachel Cohen
Tel: +44 (0) 20 7379 5151
For further details, visit the website, www.riverglobalplc.com
APPENDIX I
EXTRACTS FROM THE CIRCULAR
PART I
1. INTRODUCTION
Overview
Following the sale of the Company's asset management business earlier this year, the Company no longer has an active business. Under the AIM Rules it is therefore an "AIM Rule 15 cash shell". As a cash shell, the Company must, by 31 December 2026, either make an acquisition that counts as a reverse takeover or be re-admitted to AIM as an investing company. Otherwise, trading in the A Ordinary Shares and the B Shares is expected to be suspended from that date and ultimately cancelled by the London Stock Exchange once trading has been suspended for six months. Given the Company's realisation strategy as further detailed below, 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 pursue either route, and the Guidance Notes on AIM Rule 15 provide that a cash shell that does not intend to pursue either route should seek to cancel its admission to AIM in accordance with AIM Rule 41.
As a result and further to the announcement made by the Company on 26 October 2026, the Board is writing to you to propose the cancellation of admission of the A Ordinary Shares and the B Shares to trading on AIM and the re-registration of the Company as a private limited company. If the Cancellation Resolution is approved, following the Cancellation becoming effective Shareholders will no longer be able to trade their Shares on AIM. However, a Matched Bargain Facility is intended to be put in place to provide Shareholders who wish to sell their Shares following Cancellation with an opportunity to do so (see paragraph 8 below for further details). The Proposals are anticipated to deliver significant cost savings, which means more cash is anticipated to be retained for distribution to Shareholders in due course.
Background
On 1 July 2026 the Company announced that it had completed the sale of the entire issued share capital of its wholly owned subsidiary, River Global Holdings, to Liontrust for an initial consideration of £7.6 million (the "Initial Consideration") and additional contingent consideration of up to £2.1 million (the "Original Additional Consideration") to be satisfied, in each case, by the issue of Liontrust Ordinary Shares credited as fully paid at an issue price of 255.9 pence per Liontrust Ordinary Share (the "RGH Disposal").
Pursuant to the Capital Reduction and Return of Capital which became effective on 5 August 2026, and as more particularly described in the Capital Reduction and Return of Capital Circular, D Ordinary Shares were issued to A Shareholders on a pro rata basis to their holding of A Ordinary Shares, and the Liontrust Ordinary Shares received by the Company as Initial Consideration were subsequently distributed to such Shareholders in return for the cancellation of their D Ordinary Shares.
In accordance with the terms of the sale and purchase agreement relating to the RGH Disposal, the Original Additional Consideration was contingent on the delivery of certain revenues to the Enlarged Liontrust Group within 12 months of RGH Disposal Completion. As at RGH Disposal 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. As announced by the Company on 26 October 2026, following further discussions with Liontrust, the Company has agreed to accept, and has received, £1.1 million in cash (the "Alternative Additional Consideration") in lieu of the Original Additional Consideration, subject to possible clawbacks. Clawback is triggered if a certain threshold of withdrawals is reached: it could have been as much as 88 per cent. of the total (c.£985,000) if all funds had been withdrawn immediately, but declines on an ongoing basis to reach nil by 31 August 2028. Accordingly, the Company will need to retain a sufficient proportion of the Alternative Additional Consideration to meet potential clawback obligations until the end of August 2028.
RGH was the holding company of the Group's asset management business, and following RGH Disposal Completion, the Company has no active business and became an AIM Rule 15 cash shell. The Board is focused on realising remaining benefits for all Shareholders and maximising the value for B Shareholders from the Company's principal remaining asset, its structured 30 per cent. equity interest in Parmenion, the high-growth investment platform. 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 accordance with the Articles, any return of capital to B Shareholders following a Parmenion Sale would be subject to the deduction of: (i) any costs associated with the Parmenion Sale; and (ii) an amount reflecting the costs of maintaining the B Shares during their lifetime (the "B Share Cost Contribution"). As at the Latest Practicable Date, the accrued B Share Cost Contribution stood at c.£1.2 million.
At an appropriate time following realisation of the Parmenion Interest, the Board intends to seek to voluntarily wind up the Company as further detailed in paragraph 10 below. This will enable the Company to distribute any remaining benefits to A Shareholders (after deduction of the costs and expenses of the liquidation and subject to the retention by the Company of a sufficient proportion of the Alternative Additional Consideration as is required to meet any possible clawback obligations at the relevant time) in accordance with the Articles.
As an AIM Rule 15 cash shell, the Company must, on or before 31 December 2026, either make an acquisition (or acquisitions) constituting a reverse takeover under AIM Rule 14, or be re‑admitted to trading on AIM as an investing company (which requires raising at least £6 million). Failing this, the London Stock Exchange is expected to suspend trading in the A Ordinary Shares and B Shares under AIM Rule 40 from that date. It may then cancel their admission to trading on AIM once they have been suspended for six months. The Guidance Notes on AIM Rule 15 provide that a cash shell that does not intend to pursue either route should seek to cancel its admission to AIM in accordance with AIM Rule 41.
As the Board has concluded that a reverse takeover is not likely within the required timeframe and that re-admission as an investing company is not appropriate, it is therefore proposing the Cancellation and Re-registration. The resulting reduction in ongoing recurring running costs is expected to allow more of the Company's cash reserves (including, subject to any clawback obligations, the Alternative Additional Consideration) to be retained for distribution to Shareholders, in due course, in accordance with the rights attached to their Shares.
Accordingly, the Company is seeking the approval of eligible Shareholders for the Cancellation and Re-registration at the General Meeting, which has been convened for 10.00 a.m. on Thursday 19 November 2026 at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU. As part of the Re-registration Resolution, the Company is seeking the approval of eligible Shareholders to the adoption of the New Articles. In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the date of the proposed Cancellation.
If the Cancellation Resolution is passed by the requisite majorities at the General Meeting (see paragraph 11 below for further details), it is anticipated that the Cancellation will become effective at 7.00 a.m. on 31 December 2026.
Shareholders should note that, despite the measures the Company shall establish, if the Cancellation proceeds, their ability to trade their A Ordinary Shares and B Shares may be significantly reduced.
Should the Resolutions be passed, a Shareholder (whether or not they hold A Ordinary Shares, B Shares or both) has, in summary, three alternatives with respect to its shareholding in the Company:
- remain a Shareholder following Cancellation and Re-registration, pending the anticipated realisation of the Parmenion Interest and subsequent voluntary winding-up of the Company and the associated distribution of benefits to Shareholders, in due course, in accordance with the rights attached to their Shares;
- sell Shares prior to Cancellation; and
- following Cancellation, seek to sell Shares via the Matched Bargain Facility – further details, including timing, restrictions and limitations, are set out in paragraph 8 below.
The Board can make no recommendation as to whether or not individual Shareholders should seek to sell their Shares in light of the proposed Cancellation. Shareholders who are in any doubt as to what they should do are advised to seek their own independent advice from a professional adviser duly authorised and regulated by the FCA. This is a matter for individual Shareholders and will depend on their personal, financial and fiscal circumstances.
The Circular is being sent to all Shareholders. For the purposes of AIM Rule 41, B Shareholders are entitled to vote on the Cancellation Resolution, however, in accordance with the Current Articles, B Shareholders are not entitled to vote on the Re-registration Resolution – see paragraph 11 below for further details.
The purpose of the Circular is to seek eligible Shareholders' approval for the Resolutions, to provide information on the background to and reasons for the proposed Cancellation and Re-registration, to explain the consequences of the implementation of the Proposals (including details of the Matched Bargain Facility intended to be put in place) and provide reasons why the Directors unanimously consider the Resolutions to be in the best interests of the Company and its Shareholders as a whole.
2. SHAREHOLDERS' INTERESTS
A Shareholders
The residual value of the A Ordinary Shares may be determined based on the following principal components:
- cash, as at the Latest Practicable Date, of c.£2.7 million (inclusive, subject to any clawback obligations, of the Alternative Additional Consideration), to be used, among other things, to fund the ongoing recurring running costs of the Company;
- the B Share Cost Contribution due from B Shareholders on completion of any Parmenion Sale. As at the Latest Practicable Date, the accrued B Share Cost Contribution stood at c.£1.2 million; and
- the relevant portion of the ongoing recurring running costs of the Company (which are currently estimated at c.£400,000 per annum but are expected to reduce to c.£100,000 per annum following Cancellation and Re-Registration), one-off costs (including, for example, the relevant portion of the costs of undertaking the Cancellation and Re-registration and of winding up the Company in due course) and any other risks and obligations.
B Shareholders
The B Shares represent the Parmenion Interest, held via a Guernsey-registered holding company, Shillay TopCo Limited ("Shillay"), which was established for the purpose of buying and holding the entire equity shareholding in Parmenion on behalf of its shareholders, with the remaining 70 per cent. interest held by Preservation Capital Partners Limited ("Preservation"). Part of the Company's total economic interest in Parmenion is represented by loan notes held in the Shillay structure.
The ongoing costs directly attributable to maintaining and operating the Company's interest in Parmenion, together with a reasonable proportion of the central overheads of the Company, are accrued to be set off against any realisable value of the Parmenion Interest in the event of a Parmenion Sale. The costs of effecting any transaction in respect of the Parmenion Interest will also be held against its realisable value. There can be no guarantee as to when any Parmenion Sale will take place or as to the realisable value that will be achieved on any such Parmenion Sale.
Parmenion is not consolidated in the accounts of the Company and information regarding the progress of Parmenion's business is limited and also restricted under the shareholder agreement that governs the relationship between the Company and Preservation in respect of the Company's economic interest in Parmenion.
The Company's routine reporting on its investment in Parmenion has typically been as follows:
- brief commentary from time to time on Parmenion's trading performance;
- the Parmenion Interest is accounted for in the Company's group accounts as an investment in an 'associated company' whereby the Parmenion Interest is initially recognised at cost and adjusted thereafter to recognise the Group's share of post-acquisition profits or losses of the investee in profit or loss, and the Group's share of movements in other comprehensive income of the investee in other comprehensive income;
- the Company has been undertaking a yearly independent third-party valuation of its investment in Parmenion and a half yearly review of that valuation, most recently assessed as at 31 March 2026 as being between £75-90 million (although there can be no guarantee as to the realisable value that will be achieved on any Parmenion Sale); and
- the Company accrues interest on its loan notes held in Shillay, currently in the form of additional loan notes, which is reflected in 'other income' on the Company's income statement.
3. BACKGROUND TO, AND REASONS FOR, THE PROPOSED CANCELLATION, RE-REGISTRATION AND ADOPTION OF THE NEW ARTICLES
As explained in paragraph 1 above, following RGH Disposal Completion the Company became an AIM Rule 15 cash shell. As a result, unless it completes a reverse takeover or is re‑admitted to AIM as an investing company (raising at least £6 million) by 31 December 2026, its admission to trading on AIM is expected to be suspended from that date and ultimately cancelled by the London Stock Exchange once trading has been suspended for six months. Given the Company's realisation strategy as detailed at paragraph 1 above, 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 pursue a reverse takeover or re-admission as an investing company. The Board has therefore concluded that an orderly Cancellation is the most appropriate course for the Company. The Cancellation is expected to have the added benefit of significantly reducing the Company's ongoing recurring running costs as further detailed below, which means more cash is anticipated to be retained for distribution to Shareholders, in due course, in accordance with the rights attached to their Shares.
In addition, the Board has taken into account the following key factors:
- the cost savings that can be achieved by Cancellation, which are estimated to be of the order of £300,000 annually (such as nominated adviser and broker fees, London Stock Exchange fees and other professional service fees (including legal and audit)) and should reduce the Company's ongoing recurring running costs to c.£100,000 per annum. The costs associated with maintaining AIM Admission are considered by the Directors to be disproportionately high considering the expected suspension of trading in the Shares from 31 December 2026 should the Proposals not be implemented and taking account of the Company's current status and realisation strategy;
- trading in the Shares is highly illiquid, with an average daily volume over the past 12 months of approximately 178,800 A Ordinary Shares representing only 0.1 per cent. of the A Ordinary Shares in issue as at the Latest Practicable Date and approximately 101,500 B Shares representing only 0.1 per cent. of the B Shares in issue as at the Latest Practicable Date. In light of the Company's current status and realisation strategy, low levels of liquidity are anticipated to continue to prevail;
- savings of management time spent on legal and regulatory matters associated with maintaining AIM Admission: which, in the Directors' opinion, would be better deployed in implementing the Company's realisation strategy, particularly considering the expected suspension of trading in the Shares from 31 December 2026 should the Proposals not be implemented; and
- the Matched Bargain Facility will provide, in the Directors' view, alternative arrangements for the future trading of Shares, by allowing Shareholders an opportunity to sell their Shares (or buy additional Shares) from time to time for cash (see paragraph 8 below for further details).
Following the proposed Cancellation, the Board believes that the requirements and associated costs of the Company maintaining its public company status will be difficult to justify and that the Company will benefit from the more flexible requirements and lower overhead costs associated with private limited company status, including enabling the Company to take advantage of the audit exemption for small companies under the Companies Act in relation to any financial year in which the Company qualifies therefor. The Directors may, in future, consider changing the accounting reference date of the Company if it is considered to be in the best interests of the Company and its Shareholders to do so.
Therefore, for the reasons set out above, the Board has unanimously concluded that the proposed Cancellation and Re-registration is in the best interests of the Company and its Shareholders as a whole. The Board makes no recommendation as to whether or not individual Shareholders should seek to sell their Shares in light of the proposed Cancellation.
4. PROCESS FOR, AND PRINCIPAL EFFECTS OF, AND RISKS RELATING TO, THE CANCELLATION
The Directors are aware that certain Shareholders may be unable or unwilling to hold Shares in the event that the Cancellation is approved and becomes effective. Such Shareholders should consider selling their interests in the market prior to the Cancellation becoming effective. The Cancellation may also have personal taxation consequences for Shareholders (for example, not all SIPP providers or ISAs will allow unquoted shares to be held within the SIPP or ISA).
Under the AIM Rules, the Company is required to give at least 20 clear Business Days' notice of the Cancellation. Additionally, the Cancellation will not take effect until at least five clear Business Days have passed following the passing of the Cancellation Resolution. If the Cancellation Resolution is passed by the requisite majorities at the General Meeting (see paragraph 11 below for further details), it is proposed that the last day of trading in the Shares on AIM will be 30 December 2026 and that the Cancellation will take effect at 7.00 a.m. on 31 December 2026.
The principal effects of, and risks relating to, the Cancellation include the following:
- the Cancellation may have personal taxation consequences for Shareholders (for example, not all SIPP providers or ISAs will allow unquoted shares to be held within the SIPP or ISA);
- there will be no formal market mechanism enabling Shareholders to trade Shares. Save for the proposed Matched Bargain Facility detailed in paragraph 8 below, no other recognised market or trading facility is intended to be put in place to facilitate the trading of the Shares following the Cancellation. It is intended that the Matched Bargain Facility will operate for a minimum of 12 months after the Cancellation becoming effective. Shareholders should note there remains a risk that the Matched Bargain Facility may not remain in place beyond this initial period and that the ability to trade Shares if there is no Matched Bargain Facility in place would be further limited;
- it is possible that, following the publication of the Circular, the liquidity and marketability of the Shares may be further reduced significantly, and their value adversely affected (however, as set out above, the Directors believe that the existing liquidity in the Shares is, in any event, limited);
- the Shares may be more difficult to sell compared to shares of companies traded on AIM (or any other recognised market or trading exchange);
- in the absence of a formal market and quoted price, it may be difficult for Shareholders to determine the market value of their investment in the Company at any given time;
- the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply (and the Company intends to take advantage of the audit exemption for small companies under the Companies Act in future financial years). The Company will remain subject to the Takeover Code for a period of two years following the Cancellation, after which the Takeover Code will cease to apply to the Company, as outlined in paragraph 9 below;
- Shareholders will no longer be afforded the protections given by the AIM Rules, such as the requirement to be notified of certain events (including substantial transactions and related party transactions) and the requirement that the Company seek eligible Shareholder approval for certain corporate actions, where applicable, including certain acquisitions or disposals that would result in a fundamental change in the Company's business, board or voting control;
- the levels of disclosure and corporate governance within the Company may not be as stringent as for a company quoted on AIM;
- the Company will no longer be subject to UK MAR, which regulates, among other things, the use and disclosure of inside information, notification and disclosure obligations of the Directors and other "persons discharging managerial responsibilities" within the Company and their "persons closely associated" (in each case, as defined in UK MAR);
- the Company will no longer be required to publicly disclose any change in major shareholdings in the Company under the Disclosure Guidance and Transparency Rules;
- Panmure Liberum will cease to be nominated adviser to the Company;
- whilst the Company's CREST facility will remain in place immediately post the Cancellation and for such period as the Matched Bargain Facility is made available to Shareholders, the Company's CREST facility may be cancelled in the future and, although the Shares will remain transferable, they may cease to be transferable through CREST (in which case, Shareholders who hold Shares in CREST will receive share certificates); and
- stamp duty may be due on transfers of shares and agreements to transfer shares unless a relevant exemption or relief applies to a particular transfer.
The above considerations are not exhaustive. Shareholders who are in any doubt in assessing the likely impact of the Cancellation on them should seek their own independent advice (tax, financial and legal).
For the avoidance of doubt, the Company will remain registered with the Registrar of Companies in accordance with and subject to the Companies Act, notwithstanding the Cancellation and Re-registration.
5. PROCESS FOR, AND PRINCIPAL EFFECTS OF, THE RE-REGISTRATION
For the reasons set out above, it is proposed to re-register the Company as a private limited company.
In connection with the Re-registration, it is proposed that the New Articles be adopted to reflect the change in the Company's status to a private limited company. The principal effects of the adoption of the New Articles on the rights and obligations of Shareholders and the Company are summarised in Part II of the Circular. The Re-registration Resolution also seeks the approval of eligible Shareholders to permit the Directors, with effect from the Re-registration becoming effective, to authorise matters giving rise to actual or potential conflicts of interest, so that the Directors’ existing ability to do so is preserved following Re-registration (see paragraph 6 below).
Subject to and conditional upon the Cancellation and the passing of the Re-registration Resolution, application will be made to the Registrar of Companies for the Company to be re-registered as a private limited company. Re-registration will take effect when the Registrar of Companies issues a certificate of incorporation on Re-registration. The Registrar of Companies will not issue the certificate until they are satisfied that no valid application can be made to cancel the resolution to re-register as a private limited company.
Under the Companies Act, it is a requirement that the Re-registration Resolution be approved by not less than 75 per cent. of votes cast by eligible Shareholders at the General Meeting.
Provided the Cancellation Resolution and the Re-registration Resolution are passed by the requisite majorities at the General Meeting (see paragraph 11 below for further details) and the Registrar of Companies issues a certificate of incorporation on Re-registration, it is anticipated that the Re-registration will become effective by 18 January 2027.
6. PROVISION OF INFORMATION, SERVICES AND FACILITIES AND CONTINUING GOVERNANCE FOLLOWING THE CANCELLATION
The Company currently intends to continue to provide certain information, services and facilities to Shareholders following the Cancellation, including:
- continuing to communicate information about the Company (including annual accounts) to its Shareholders, as required by the Companies Act, via its website www.riverglobalplc.com;
- continuing to hold annual general meetings;
- continuing, for at least 12 months following the Cancellation, to maintain its website, www.riverglobalplc.com and to post updates on the website from time to time, although Shareholders should be aware that there will be no obligation on the Company to include all of the information required under the Disclosure Guidance and Transparency Rules, AIM Rule 26 or to update the website as currently required by the AIM Rules; and
- supporting the availability of the Matched Bargain Facility for a minimum of 12 months following the Cancellation becoming effective, which would allow Shareholders to buy and tender Shares on a matched bargain basis (as further described in paragraph 8 below).
The Company will also remain subject to the Takeover Code for two years following Cancellation as further set out in paragraph 9 below.
More generally, whilst the AIM Rules and the provisions of the Companies Act applicable only to public companies will cease to apply following the Cancellation and Re-registration, the Company and the Directors will continue to be subject to the provisions of the Companies Act applicable to private companies as well as the New Articles. In particular, the Directors will remain subject to the general duties of directors set out in the Companies Act, including (inter alia) the core fiduciary duty to promote the success of the Company for the benefit of its members as a whole, the duty to avoid conflicts of interests and the duty to declare certain interests that they have in proposed transactions or arrangements with the Company. The provisions of the Current Articles as regards directors' conflicts of interest and transactions or other arrangements with the Company will continue to apply, without modification, under the New Articles should they be adopted pursuant to the Re-registration Resolution. As the Company was incorporated before 1 October 2008, the Companies Act (as modified by the relevant transitional provisions) requires the members of a private company in that position to resolve that its directors may authorise conflicts of interest before they can do so, even where its articles already permit this. Accordingly, limb (c) of the Re-registration Resolution provides that, with effect from Re-registration, the Directors will have the authority to authorise matters giving rise to actual or potential conflicts of interest. This is intended solely to ensure that, following Re-registration, the Directors have authority equivalent to that which they currently have under the Current Articles. It does not extend that authority.
7. TRANSACTIONS IN THE SHARES PRIOR TO THE PROPOSED CANCELLATION
Whether or not Shareholders seek to sell their Shares in light of the proposed Cancellation is a matter for individual Shareholders and will depend on their personal, financial and fiscal circumstances. The Directors make no recommendation in this respect and any Shareholders who are in any doubt as to what they should do are advised to seek their own independent advice from a professional adviser duly authorised and regulated by the FCA. All Shareholders should note, however, that following Cancellation, the ability for Shareholders to dispose of their Shares will be significantly diminished and will be dependent on there being a willing buyer for those Shares for the time being.
For those Shareholders who do wish to dispose of their Shares prior to the Cancellation, Shareholders are able to continue trading in the Shares on AIM prior to the Cancellation.
8. TRANSACTIONS IN THE SHARES FOLLOWING THE PROPOSED CANCELLATION PURSUANT TO THE MATCHED BARGAIN FACILITY
Following the Cancellation becoming effective, the Matched Bargain Facility will become available. Under the Matched Bargain Facility, Shareholders or persons wishing to acquire or dispose of Shares would be able to leave an indication with JP Jenkins, through their stockbroker (JP Jenkins is unable to deal directly with members of the public), of the number of A Ordinary Shares and/or B Shares (as relevant) that they are prepared to buy or sell at an agreed price. If a Shareholder holds Shares in certificated form, they must first make arrangements to dematerialise such Shares into CREST in order then to instruct their stockbroker to indicate its offer to JP Jenkins. In the event that JP Jenkins is able to match that order with an opposite sell or buy instruction, it would contact both parties and then effect the bargain (trade). Shareholdings remain in CREST and can be traded during normal business hours via a UK regulated stockbroker.
It is intended that the Matched Bargain Facility will operate for a minimum of 12 months after the Cancellation becoming effective. Shareholders should note there remains a risk that the Matched Bargain Facility may not remain in place beyond this initial period and that the ability to trade Shares if there is no Matched Bargain Facility in place would be further limited. Further details will be communicated to Shareholders at the relevant time via the Company's website, www.riverglobalplc.com.
Should the Cancellation become effective and the Company put the Matched Bargain Facility in place, details of the Matched Bargain Facility will be made available to Shareholders on the Company's website at www.riverglobalplc.com.
If Shareholders wish to buy or sell A Ordinary Shares and/or B Shares on AIM they must do so prior to the Cancellation becoming effective. As noted above, if the Cancellation Resolution is approved by the requisite majorities, it is anticipated that the last day of dealings in both the A Ordinary Shares and the B Shares on AIM will be 30 December 2026 and that the effective date of the Cancellation will be 31 December 2026.
9. TAKEOVER CODE
The Takeover Code (the "Code") applies to any company which has its registered offices in the UK, the Channel Islands or the Isle of Man if any of its equity share capital or other transferable securities carrying voting rights are admitted to trading on a UK regulated market, a UK multilateral trading facility ("MTF") or on any stock exchange in the Channel Islands or the Isle of Man. The Code therefore applies to the Company as its securities are admitted to trading on AIM, which is a UK MTF.
The Code also applies to any company which has its registered office in the UK, the Channel Islands or the Isle of Man if any of its securities were admitted to trading on a UK regulated market, a UK MTF or a stock exchange in the Channel Islands or the Isle of Man at any time during the preceding two years.
Accordingly, if the Cancellation Resolution is approved by the requisite majorities at the General Meeting and becomes effective, the Code will continue to apply to the Company for a period of two years after the Cancellation, following which the Code will cease to apply to the Company.
While the Code continues to apply to the Company, pursuant to Rule 9 of the Code a mandatory cash offer will be required to be made if either:
- any person acquires an interest in shares which (taken together with the shares in which the person or any person acting in concert with that person is interested) carry 30 per cent. or more of the voting rights of the company; or
- any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of a company but does not hold shares carrying more than 50 per cent. of such voting rights and such person, or any person acting in concert with that person, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which that person is interested.
In respect of the B Shares, as they are non-voting shares, Rule 9 of the Code does not apply to this class of share, meaning any person, together with persons acting in concert with that person, may acquire 30 per cent. or more of the B Shares without triggering the requirement to make a mandatory bid for the B Shares.
Shareholders should also note that, whilst the Code continues to apply to the Company, as the Company has more than one class of share capital, Rule 14 of the Code applies. Specifically, Shareholders should be aware that under Rule 14.1(a), where an offer is made for the A Ordinary Shares a comparable offer must be made for the B Shares. Furthermore, should a voluntary offer be made for the B Shares only, then Note 2 on Rule 14.1 would apply such that a comparable offer for the A Ordinary Shares is not expected to be required. In both instances, the Panel would need to be consulted in advance.
Brief details of the Takeover Panel, and of the protections afforded by the Code, are set out in Part IV of the Circular.
Before voting on the Cancellation Resolution, you may want to take independent professional advice from an appropriate independent financial adviser.
10. LIQUIDATION – VOLUNTARY WINDING UP
At an appropriate point in the future, subject to, among other things, the implementation of the Cancellation and Re-registration and the realisation of the Parmenion Interest, the Board intends to propose a special resolution to eligible Shareholders that the Company be voluntarily wound up under the Insolvency Act 1986. The Board will also seek the approval of eligible Shareholders by way of an ordinary resolution for a liquidator to be appointed to conduct the voluntary winding up process, with the necessary filings being made with the Registrar of Companies and notices published in the London Gazette in connection with the liquidation process. Any return of capital to B Shareholders following a Parmenion Sale would, in accordance with the Articles, be subject to the deduction of: (i) the costs associated with the Parmenion Sale; and (ii) the B Share Cost Contribution. As at the Latest Practicable Date, the accrued B Share Cost Contribution stood at c.£1.2 million. Other than the deductions referred to in (i) and (ii) above, B Shareholders will not bear any of the costs and expenses of the voluntary winding up of the Company (including the costs of appointing a liquidator), all of which will be borne by A Shareholders and deducted from any distribution made to them pursuant thereto.
A voluntary winding up would, among other things, entail the disposal of all of the remaining assets of the Company, the settlement of all the remaining liabilities of the Company and the return of any net remaining surplus to the A Shareholders (after deduction of all applicable costs and expenses) in accordance with the Articles. Any such distribution to A Shareholders would include an amount in respect of the B Share Cost Contribution to the extent covered by the proceeds of any Parmenion Sale and after deduction of all applicable costs and expenses.
From the commencement of a voluntary winding up, the Company would cease to carry on business except in so far as may be expedient for the beneficial winding up of the Company. Accordingly, once its voluntary winding up has been instigated, the Company would need to retain an appropriate amount of cash with which to settle all of its remaining affairs and liabilities (including in respect of any outstanding clawback obligations) prior to any final distribution being made to Shareholders and the Company being dissolved.
11. GENERAL MEETING AND RESOLUTIONS
The Notice of General Meeting is set out at Part III of the Circular. The General Meeting is to be held for the purposes of considering and, if thought fit, passing the Resolutions (the full text of which is set out in the Notice of General Meeting) to approve:
- Resolution 1: the Cancellation.
- Resolution 2: conditional on the Cancellation becoming effective, the re-registration of the Company as a private limited company, the changing of its name to "River Global Limited" and the adoption of the New Articles and the Directors be given the authorisation to authorise matters giving rise to actual or potential conflicts of interest (see paragraph 6 above).
Resolution 1 to approve the Cancellation is not conditional on Resolution 2 to approve the Re-registration and the other matters outlined above, but Resolution 2 is conditional on the Cancellation becoming effective (which itself is conditional on the passing of Resolution 1). If Resolution 1 is passed, but Resolution 2 is not, the Company still intends to proceed with the Cancellation.
Resolution 1 will be proposed as a special resolution and, in order to comply with AIM Rule 41, must be approved by both: (i) not less than 75 per cent. of votes cast by A Shareholders at the General Meeting; and (ii) not less than 75 per cent. of votes cast by B Shareholders at the General Meeting. The Company will separately count the number of votes cast by B Shareholders in favour of Resolution 1 (as a proportion of the total votes of B Shareholders cast on Resolution 1) to determine whether the threshold referred to in (ii) above has been met. Shareholders who hold both A Ordinary Shares and B Shares will be entitled to vote on Resolution 1 in their capacity as an A Shareholder and separately in their capacity as a B Shareholder.
Resolution 2 will be proposed as a special resolution requiring a majority of not less than 75 per cent. of the votes cast by eligible Shareholders to pass. In accordance with the Current Articles, B Shareholders will not be entitled to vote on Resolution 2. Although the authority referred to in limb (c) of Resolution 2 could be granted by ordinary resolution, in accordance with the Current Articles it may be, and is being, proposed as part of Resolution 2, a special resolution.
12. RECOMMENDATION
The Directors consider that the Resolutions are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that eligible Shareholders vote in favour of the Resolutions as they intend to do: (i) in respect of their beneficial holdings, amounting, in aggregate, to 39,811,810 A Ordinary Shares, representing approximately 22.3 per cent. of the A Ordinary Shares in issue as at the date of this Announcement; and (ii) on the Cancellation Resolution only, in respect of their beneficial holdings, amounting, in aggregate, to 50,337,810 B Shares, representing approximately 33.7 per cent. of the B Shares in issue as at the date of this Announcement.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
|
Event |
Time and/or date(1)(2) |
|
Announcement of proposed Cancellation and publication and posting of the Circular |
3 November 2026 |
|
Latest time and date for receipt of proxy appointments in respect of the General Meeting |
10.00 a.m. on 17 November 2026 |
|
General Meeting |
10.00 a.m. on 19 November 2026 |
|
Announcement of results of General Meeting |
19 November 2026 |
|
Last day of dealing in A Ordinary Shares and B Shares on AIM |
30 December 2026 |
|
Cancellation of admission of A Ordinary Shares and B Shares to trading on AIM |
7.00 a.m. on 31 December 2026 |
|
Matched Bargain Facility for A Ordinary Shares and B Shares commences |
31 December 2026 |
|
Expected re-registration as a private limited company |
By 18 January 2027 |
Notes
- All references to times in this Announcement are to London times.
- Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and dates will be notified to Shareholders by an announcement through a Regulatory Information Service.
DEFINITIONS
The following definitions apply throughout this Announcement, unless the context requires otherwise:
|
Alternative Additional Consideration" |
has the meaning given to it in paragraph 1 of Part I of the Circular |
|
"AIM" |
the market of that name operated by the London Stock Exchange |
|
"AIM Admission" |
the admission of the A Ordinary Shares and the B Shares to trading on AIM |
|
"AIM Rules" |
the rules and guidance for companies whose shares are admitted to trading on AIM entitled "AIM Rules for Companies" published by the London Stock Exchange, as amended from time to time |
|
"Articles" |
the articles of association of the Company in force from time to time |
|
"A Ordinary Shares" |
A ordinary shares of £0.005 each in the capital of the Company |
|
"A Shareholders" |
the holders of the A Ordinary Shares from time to time (and "A Shareholder" shall be construed accordingly) |
|
"Board" |
the board of directors of the Company for the time being or a duly constituted committee thereof |
|
"B Shareholders" |
the holders of the B Shares from time to time (and "B Shareholder" shall be construed accordingly) |
|
"B Share Cost Contribution" |
has the meaning given to it in paragraph 1 of Part I of the Circular |
|
"B Shares" |
B shares of £0.005 each in the capital of the Company |
|
"Business Day" |
any day (other than a Saturday or Sunday) on which banks are open in London for normal banking business |
|
"Cancellation" |
the cancellation of admission of the A Ordinary Shares and B Shares to trading on AIM in accordance with Rule 41 of the AIM Rules, subject to the passing of the Cancellation Resolution |
|
"Cancellation Resolution" |
Resolution 1 to be proposed at the General Meeting |
|
"Capital Reduction" |
has the meaning given to it in the Capital Reduction and Return of Capital Circular |
|
“Capital Reduction and Return of Capital Circular” |
the circular to Shareholders published by the Company on 9 June 2026 in connection with the Capital Reduction and Return of Capital, a copy of which can be viewed at www.riverglobalplc.com
|
|
"Companies Act" |
the Companies Act 2006 (as amended) |
|
"Company" or "River Global" |
River Global PLC, a company incorporated in England and Wales with registered number 04966347 |
|
"Circular" |
the document containing information regarding the Cancellation and the General Meeting |
|
"Court" |
the High Court of Justice in England and Wales |
|
"CREST" |
the relevant system (as defined in the CREST Regulations) for the paperless settlement of share transfers and the holding of uncertificated shares operated by Euroclear |
|
"CREST Manual" |
the compendium of documents entitled "CREST Manual" issued by Euroclear from time to time |
|
"CREST Regulations" |
the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended |
|
"Current Articles" |
the articles of association of the Company in force at the date of this Announcement |
|
"D Ordinary Share Issue" |
has the meaning given to it in the Capital Reduction and Return of Capital Circular |
|
"D Ordinary Shares" |
the D ordinary shares in the capital of the Company issued pursuant to the D Ordinary Share Issue and subsequently cancelled pursuant to the Capital Reduction
|
|
"Directors" |
the directors of the Company (and "Director" means any one of them) |
|
"Disclosure Guidance and Transparency Rules" or "DTRs"
|
the disclosure guidance and transparency rules made by the FCA pursuant to section 73A of FSMA |
|
"Enlarged Liontrust Group" |
the Liontrust group as enlarged by its acquisition of RGH |
|
"Euroclear" |
Euroclear UK & International Limited, a company incorporated in England and Wales with registered number 02878738 |
|
"FCA" |
the Financial Conduct Authority |
|
"Forms of Proxy" |
either or both (as the context demands) of the BLUE Form of Proxy for use by A Shareholders in relation to the General Meeting and the WHITE Form of Proxy for use by B Shareholders in relation to the General Meeting |
|
"FSMA" |
the Financial Services and Markets Act 2000 (as amended) |
|
"General Meeting" |
the general meeting of the Company to be held at 10.00 a.m. on Thursday 19 November 2026 or any adjournment thereof, notice of which is set out at Part III of the Circular |
|
"Group" |
the Company and its subsidiaries |
|
"Initial Consideration" |
has the meaning given to it in paragraph 1 of Part I of the Circular |
|
"ISA" |
an Individual Savings Account |
|
"JP Jenkins" |
a trading name of InfinitX Limited, a company incorporated in England and Wales with registered number 11551708 |
|
"Latest Practicable Date" |
30 October 2026, being the latest practicable date before the publication of this Announcement |
|
"Liontrust" |
Liontrust Asset Management PLC, a company incorporated in England and Wales with registered number 02954692 |
|
"Liontrust Ordinary Shares" |
ordinary shares of £0.01 each in the capital of Liontrust |
|
"London Stock Exchange" |
London Stock Exchange plc |
|
"Matched Bargain Facility" |
the matched bargain trading facility to be put in place by the Company with JP Jenkins, subject to the passing of the Cancellation Resolution, as described in paragraph 8 of Part I of the Circular |
|
"New Articles" |
the new articles of association of the Company proposed to be adopted pursuant to the Re-registration Resolution, a copy of which can be viewed at www.riverglobalplc.com |
|
"Notice of General Meeting" or "Notice"
|
the notice of the General Meeting which is set out at Part III of the Circular |
|
"Original Additional Consideration"
|
has the meaning given to it in paragraph 1 of Part I of the Circular |
|
"Panmure Liberum" |
Panmure Liberum Limited, a company incorporated in England and Wales with registered number 04915201 |
|
"Parmenion" |
Parmenion Capital Partners LLP, a limited liability partnership incorporated in England and Wales with registered number OC322243 |
|
"Parmenion Interest" |
the Company's structured 30 per cent. equity interest in Parmenion |
|
"Parmenion Sale" |
has the meaning given to it in the Articles |
|
"Proposals" |
together the Cancellation, the Re-registration and the adoption of the New Articles |
|
"Registrar" or "Computershare" |
Computershare Investor Services PLC, a company incorporated in England and Wales with registered number 03498808 |
|
"Registrar of Companies" |
the Registrar of Companies for England and Wales |
|
"Regulatory Information Service" |
has the meaning given to it in the AIM Rules for any of the services approved by the London Stock Exchange for the distribution of AIM announcements |
|
"Remuneration Committee" |
the remuneration committee of the Company, as constituted from time to time |
|
"Re-registration" |
the proposed re-registration of the Company as a private limited company |
|
"Re-registration Resolution" |
Resolution 2 to be proposed at the General Meeting |
|
"Resolutions" |
the resolutions to be proposed at the General Meeting, as set out in the Notice of General Meeting (each being a "Resolution") |
|
"Return of Capital" |
has the meaning given to it in the Capital Reduction and Return of Capital Circular |
|
"River Global Holdings" or "RGH" |
Liontrust Global Holdings Limited (formerly River Global Holdings Limited), a company incorporated in England and Wales with registered number 08814749 |
|
"RGH Disposal" |
has the meaning given to it in paragraph 1 of Part I of the Circular |
|
"RGH Disposal Completion" |
completion of the RGH Disposal |
|
"Shareholders" |
together, the A Shareholders and the B Shareholders (and "Shareholder" shall be construed accordingly) |
|
"Shares" |
together, the A Ordinary Shares and the B Shares (and "Share" shall be construed accordingly) |
|
"SIPP" |
a Self-Invested Personal Pension |
|
"Takeover Code" or the "Code" |
the City Code on Takeovers and Mergers issued by the Panel, as amended from time to time |
|
"Takeover Panel" or the "Panel" |
the Panel on Takeovers and Mergers
|
|
"UK" or "United Kingdom" "UK MAR" |
the United Kingdom of Great Britain and Northern Ireland Regulation (EU) (No. 596/2014) of the European Parliament and of the Council of 16 April 2014 on market abuse as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 |
A reference to "£" is to pounds sterling, being the lawful currency in the UK.
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 English law 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. This Announcement does not constitute a prospectus or a prospectus equivalent document.
This Announcement and the Circular 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 or the Circular that may occur due to any change in their expectations or to reflect events or circumstances after the date of such documents.
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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