Director/PDMR Shareholding

Tooru PLC

06 March 2026

 

6 March 2026

Tooru plc

("Tooru" or the "Company")

Director's Dealings / PDMR Shareholding

Tooru, an AIM listed company focused on the branded health and wellness sector, announces that it has been informed by Scott Livingston, the Company's CEO, that between 27 February 2026 and 04 March 2026 he acquired a total of 10,160,333 (including 1,513,838 into SIPP) ordinary shares of 0.01p each (the "Ordinary Shares") in the Company at an average price of 0.2422p per Ordinary Share.

Following these purchases, Scott Livingston now has a direct interest in 194,053,933 Ordinary Shares, representing 8.86 per cent. of the Company's issued share capital.

Concert Party

As disclosed in the Company's circular dated 8 May 2025 for the purposes of the City Code on Takeovers and mergers (the "Takeover Code") S-Ventures plc and Scott Livingston and his close relatives, who at the time held in aggregate an interest in 35.14 per cent.  of the Company's then issued share capital, were deemed to be acting in concert. 

As a result of the Placing, Conversion and WRAP Retail Offer the results of which were announced on 11 February 2026, the aggregated interest of the Concert Party was diluted to 32.44 per cent.

Pursuant to Note 11 to Rule 9.1 of the Takeover Code, following dilution of the interest of the Concert Party, and subject to certain conditions and limitations, a subsequent acquisition of an interest in further shares without incurring an obligation to make an offer under Rule 9 is permissible.

Scott Livingston has relied on Note 11 to Rule 9.1 dispensation when acquiring the Ordinary Shares as set out above. Following this purchase the Concert Party is interested in aggregate in 32.90 per cent. of the Company's issued share capital.  

Enquiries:

Tooru plc Scott Livingston, CEO	Tel: [phone]
Beaumont Cornish Limited (Nominated Adviser) Roland Cornish / Asia Szusciak / Felicity Geidt	Tel: [phone]
Oberon Capital (Joint Broker) Nick Lovering / Adam Pollock / Aimee McCusker	Tel: [phone]
Fortified Securities (Joint Broker) Guy Wheatley / Mark Wheeler	Tel: [phone]
Shard Capital Partners LLP (Joint Broker) Damon Heath / Erik Woolgar	Tel: [phone]

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.

Appendix 1

 Notification of Transactions of Director/Person Discharging Managerial Responsibility and Connected Persons

	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Scott Livingston
2	Reason for notification
a)	Position / status	Chief Executive Officer of Tooru plc
b)	Initial notification/Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Tooru Plc
b)	LEI	2138005S1G2RM953YX87
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares of £0.0001 ISIN: GB00BKKD0862
b)	Nature of the transaction	Purchases
c)	Price(s) and volumes(s)	Volumes Prices                                 1,310,127  0.237p                                 1,998,396  0.2495p                                     842,198  0.237p                                     843,882  0.237p                                     821,594  0.249p                                     806,468  0.2475p                                     835,150  0.2395p                                        95,000  0.247p                                 2,002,408  0.2495p                                     119,587  0.233p                                     100,823  0.244p                                     100,906  0.2438p                                     100,906  0.2438p                                        98,764  0.242p                                        84,124  0.233p
d)	Aggregated information Aggregate volume Price(s)	Total 10,160,333 ORDs Average price 0.2422p
e)	Date of the transaction	Between 2026-02-27 and 2026-03-04
f)	Place of the transaction	AIMX

 

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