Proposed sale of RG’s AM business to Liontrust

River Global PLC

16 March 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.

LEI: 213800LFMHKVNTZ7GV45

16 March 2026

RIVER GLOBAL PLC

("River Global" or the "Company")

Proposed Sale of Asset Management Business to Liontrust Asset Management Plc

 

Introduction

River Global is pleased to announce that it has entered into a conditional sale and purchase agreement (the "SPA") with Liontrust Asset Management plc ("Liontrust") to sell the entire issued share capital of River Global Holdings Limited ("RGH"), the holding company of its asset management business (the "Sale").

The terms of the Sale include an initial consideration of £7.6m in Liontrust shares (the "Consideration Shares"), followed by an additional consideration of up to £2.1m in Liontrust shares which is dependent upon the delivery of certain revenues to the enlarged Liontrust group within twelve months of completion of the Sale (the "Adjustment Shares"). The Sale will also release capital currently required by RGH and deliver cash for the benefit of the Company's A ordinary shareholders (the "Shareholders").

The Sale is conditional, inter alia, upon Shareholders approving the sale in accordance with the AIM Rules and the FCA approving the change of control which is to occur in respect of the FCA regulated entities owned by RGH.

The Company intends to effect the distribution of the Consideration Shares to Shareholders pro rata to their holding of A ordinary shares following Completion with any Adjustment Shares being distributed at a later date.

The B shares of the Company will be unaffected by the Sale.

highlights

·           Agreement to sell River Global's asset management business for an initial £7.6m, payable in Liontrust shares, with up to £2.1m of adjustment, also payable in Liontrust shares.

·           It is intended that the Consideration Shares will be distributed to Shareholders following completion of the Sale. Any Adjustment Shares will be distributed at a later date.

·           Liontrust is an active asset management group, with assets under management of £21.7bn (as at 27 February 2026), a broad range of funds and strategies and with a complementary culture and outlook to River Global.

·           Following completion of the Sale, River Global's fund management activities will be integrated into Liontrust's wider offering, providing additional marketing distribution resources for its funds and all the benefits of being part of a larger asset management group.

·           The transaction is unanimously recommended by the board of directors of River Global (the "Board").

·           Martin Gilbert, River Global's Chairman, will join the Board of Liontrust on completion as a non-executive director.

·           Martin Gilbert and Christopher Mills, River Global directors, have agreed to vote in favour of the transaction in respect of their A ordinary shares, representing in aggregate 22.3% of River Global's issued share capital and have agreed to retain their Liontrust shares for a minimum of two years following completion of the Sale.

·           Following completion of the Sale, the Board of River Global will focus on realising remaining benefits for Shareholders and on maximising the value for the holders of the B shares in respect of the Company's principal remaining asset, its structured 30% interest in Parmenion, the high-growth investment platform.

Commenting on the transaction, Martin Gilbert said:

"River Global and Liontrust are two highly complementary businesses and it makes perfect sense to bring them together.

River Global and its shareholders, clients and people will benefit immediately from becoming part of a wider group, with powerful distribution and marketing resources that will accelerate the inflows we are seeing into our funds as well as broader all-round growth opportunities.

Shareholders will benefit from the significant synergies this deal brings while our talented managers will fit well within Liontrust's wider team.

I would like to thank the River Global team for all they have done over the past four years to develop the business and look forward to becoming a Non-executive Director on the Liontrust Board to be with them for the next stage of the journey."

John Ions, Chief Executive Officer of Liontrust, said:

"The acquisition of River Global is an important step forward for Liontrust. River Global's investment capabilities are complementary to Liontrust's established processes and funds and combining them will create a stronger and broader platform for future growth. The enlarged business will diversify products, performance and the client base.

River Global fund managers will benefit from Liontrust's brand and distribution that will provide them with a broader route to market both in the UK and internationally. Clients will benefit from Liontrust's market-leading service and the investment we have made in recent years in our operating model to ensure the integration is as smooth and quick as possible.

The appointment of Martin Gilbert as a Non-executive Director further strengthens the Board, and we believe that he will be able to bring Liontrust new global client relationships."

Christopher Mills, non-executive director of River Global PLC and its largest shareholder, said:

"I have backed River Global because of its vision in building a distinct active asset manager through acquiring talented fund managers with diverse investment capabilities. A great deal of progress has been made by River Global in developing the business and I am delighted with what has been achieved despite unprecedented headwinds in the fund management industry as a whole.

I am very supportive of the acquisition by Liontrust. I have been impressed by their senior leadership and cultural alignment, and the enlarged business will be better placed to achieve the vision. I look forward to becoming a shareholder in the enlarged Liontrust."

Background to the Sale

Since relaunching itself in 2021, River Global (then called AssetCo) has successfully developed into a focussed asset management group through a series of acquisitions and organic growth. Further, it has rationalised these acquisitions into a single, coherent asset management business unit and reduced overheads very significantly while investment performance has strengthened particularly in recent times.

The Board believes that the Sale represents a positive outcome for all of River Global's stakeholders. Shareholders will be able to exchange their A ordinary shares for Liontrust shares, with the potential for further returns from future growth in the combined business. River Global colleagues will join the wider Liontrust team and gain the benefit of considerable additional resource. River Global's investment strategies will have access to Liontrust's brand, platform and its substantial marketing and distribution infrastructure that should enable the combined business to accelerate inflows.

Following completion, the Sale will enable the Board to focus on realising remaining benefits for Shareholders and maximising the value to the holders of the B shares of the Company's principal remaining asset, a structured 30% economic interest in Parmenion, the successful and high growth investment platform.

Terms of the Sale

Under the terms of the transaction, Liontrust will issue 2,970,232 Consideration Shares at 255.9p each. Shareholders will, subject to approval of certain resolutions at the General Meeting (as defined below), receive the Liontrust shares on a pro rata basis in relation to their holding of A ordinary shares. Further details will be provided in the circular to be sent to Shareholders shortly.

The Sale is conditional, inter alia, upon Shareholders approving the sale in accordance with the AIM Rules and the FCA approving the change of control which is to occur in respect of the FCA regulated entities owned by RGH. The Sale is not conditional on the passing of the resolutions to facilitate the distribution of the Consideration Shares to Shareholders.

The additional consideration of up to £2.1m in Liontrust Adjustment Shares (to be issued at a price of 255.9p each) is dependent upon the delivery of certain revenues to the enlarged Liontrust group within twelve months of completion of the Sale.

The Board is unanimously recommending that Shareholders approve the Sale at the General Meeting. Martin Gilbert and Christopher Mills, River Global directors, have agreed to vote in favour of the transaction in respect of their A ordinary shares, representing in aggregate 22.3% of River Global's issued share capital and have agreed to retain their Liontrust shares for a minimum of two years following completion of the Sale.

Subject to obtaining the necessary shareholder and regulatory approvals, the Sale is expected to complete by no later than 31 August 2026.

AIM RULE 15

In accordance with AIM Rule 15, the Sale constitutes a fundamental change of business of the Company. On completion of the Sale, the Company will cease to own, control or conduct all or substantially all, of its existing trading business, activities or assets.

Therefore, following completion of the Sale, the Company will become an AIM Rule 15 cash shell and as such will technically be required to make an acquisition or acquisitions which constitutes a reverse takeover under AIM Rule 14 on or before the date falling six months from completion or be re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least £6m) failing which, the Company's shares would then be suspended from trading on AIM pursuant to AIM Rule 40. Admission to trading on AIM would be cancelled six months from the date of suspension should the suspension not have been lifted.

At this stage, the Board has not concluded whether it intends to undertake a reverse takeover, be re-admitted to AIM or cancel its admission to trading on AIM in accordance with the AIM Rules.

Following completion of the Sale, the Company will have no operating cash flow and will be dependent on cash made available under the terms of the SPA for its working capital requirements.

GENERAL MEETING

The Sale is conditional, inter alia, upon Shareholders approving the sale in accordance with the AIM Rules. The distribution of the Consideration Shares to Shareholders will also be subject, inter alia, to the passing of certain resolutions by Shareholders.

Accordingly, the Company will shortly publish and send a circular to Shareholders to convene a general meeting (the "General Meeting") to pass the requisite resolutions. The circular will also be available, following its publication, on the Company's website: www.river.global

For further information, please contact:

River Global
Gary Marshall, CFOO
Martin Gilbert, Chairman
Tel: [phone]

H/Advisors Maitland
Neil Bennett
Rachel Cohen
Tel: [phone]

Panmure Liberum Limited
Nominated Adviser and Broker
Atholl Tweedie
Tel: [phone]

Important Information

This announcement contains information that is inside information for the purposes of the Market Abuse Regulation (EU) No 596/2014 as implemented in the UK. The person responsible for arranging for the release of this announcement on behalf of the Company is Gary Marshall.

Further information

Information on Liontrust

Liontrust is a specialist active asset manager launched in 1995 and listed on the London Stock Exchange in 1999. Our seven investment teams each have a clear approach to investment, each with their own distinctive, robust and repeatable investment process. All investment teams are focused on active management, high conviction (benchmark agnostic), long-term investing and engagement with investee companies and clients.

On 27 February 2026, Liontrust's AuMA stood at £21,710 million and were broken down by type and investment process as follows:

Process	Total	Institutional Accounts	Investment Trusts	UK Retail Funds & MPS	Alternative Funds	International Funds
	(£m)	(£m)	(£m)	(£m)	(£m)	(£m)
Sustainable Investment	6,837	338	0	6,319	0	180
Economic Advantage	2,605	484	0	2,092	0	29
Multi-Asset	3,980	0	0	3,854	0	126
Global Equities	1,148	0	0	1,073	24	51
Global Innovation	888	0	0	870	0	18
Cashflow Solution	4,482	1,021	0	2,806	213	442
Global Fundamental	1,770	203	1,170	397	0	0
Total	21,710	2,046	1,170	17,411	237	846

Information on River Global Holdings

River Global Holdings was formed by bringing together and integrating River & Mercantile Asset Management, SVM Asset Management, Ocean Dial Asset Management, Revera Asset Management and Saracen Fund Managers to create an investment company better able to serve financial advisers, wealth managers, institutions and their clients. It has a range of active strategies including recovery, value, growth and smaller companies strategies and offers a range of UK, European, Indian and Global geographical strategies, all focused on long term investment returns for clients.

As reported today, in the year ended 30 September 2025, RGH's management and advisory fee revenues were £11.5 million. However, the run rate revenues for RGH, adjusted for known losses and excluding Devon, as at 27 February 2026 are £10.5 million^1,2.  Through initiatives undertaken and following a successful period of cost rationalisation over the last 18 months, RGH is close to breakeven on a run rate basis.

¹ Source: RGH. The run rate management and advisory fee revenues are calculated as daily average December 2025 to February 2026 net management and advisory fees collected or accrued, multiplied by 365 and then adjusted for known losses.

² Excludes management fee revenues for Devon Equity Management Limited.

On 27 February 2026, RGH's AuMA³ stood at £2,722 million and were broken down by type and investment team as follows:

Fund name/category	Total	Institutional Accounts	Investment Trusts	UK Retail Funds	International Funds
	(£m)	(£m)	(£m)	(£m)	(£m)
Compound Global	434	-	-	74	360
European	43	-	-	43	-
Global Recovery	320	40	-	197	84
Global Income & Growth	180	-	-	180	-
India Capital Growth	115	-	115	-	-
UK Opportunities	469	137	-	332	-
UK Recovery	78			78
UK Smaller Companies & Micro Cap	512	125	95	292	-
UK Equity Income	12	-	-	12	-
Blevins Franks Funds	558	-	-	-	558
Total	2,722	302	210	1,208	1,002

³ Excluding Devon Equity Management Ltd.

Forward-looking statements

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. 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 and include, but are not limited to the ability of the parties to consummate the proposed acquisition on a timely basis or at all, the ability of the parties to satisfy the conditions precedent to consummation of the proposed acquisition, including the ability to secure the required regulatory approvals on the terms expected, at all or in a timely manner, the ability of Liontrust to successfully integrate RGH's operations, and the ability of Liontrust to implement its plans, forecasts and other expectations with respect to RGH's business after the completion of the proposed acquisition. 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 Liontrust's and River Global PLC'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 Liontrust's or River Global PLC's results of operations, financial position, liquidity, prospects, growth or strategies and the industries in which they operate. 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, Liontrust and River Global PLC disclaim 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. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform precisely with the total figure given.

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

ENDS

 

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