Result of WRAP Offer, Update on Fundraising & TVR
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH FORMS PART OF THE LAWS OF ENGLAND AND WALES PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). UPON PUBLICATION OF THIS ANNOUNCEMENT THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE WITHIN THE PUBLIC DOMAIN.
11 February 2026
Tooru Plc
("Tooru" or the "Company")
Result of WRAP Retail Offer, Update on Fundraising and TVR
Tooru, an AIM listed company focused on the branded health and wellness sector, further to its Fundraising announcement published on 5 February 2026 at 16:00 (the "Fundraising RNS") and the WRAP Retail Offer announcement published on 5 February 2026 at 17:46 (the "WRAP RNS"), is pleased to announce the result of the WRAP Retail Offer and provide an update on the Fundraising.
The Company has raised gross proceeds of £80,340 from the WRAP Retail Offer at the Pricing Price and will, accordingly, issue 32,136,000 WRAP Retail Offer Shares pursuant to the WRAP Retail Offer.
The Company has also raised a further £100,000 pursuant to the Placing on the same terms as set out in the Fundraising RNS.
Accordingly, in total, the Placing and the WRAP Retail Offer have raised gross proceeds of approximately £980,000 for the Company, via the issue of the 360,000,000 Placing Shares and the 32,136,000 WRAP Retail Offer Shares all at the Placing Price.
Additionally, as detailed in the Fundraising RNS, the Company is also issuing 120,000,000 Conversion Shares at the Placing Price.
Admission and Total Voting Rights
Applications have been made for a total of 512,136,000 new Ordinary Shares to be admitted to trading on AIM. It is expected that admission of the 360,000,000 Placing Shares and the 120,000,000 Conversion Shares will become effective and dealings in those shares will commence at 8:00am on 13 February 2026. It is further expected that the admission of the 32,136,000 WRAP Retail Offer Shares will become effective and dealings in those shares will commence at 8:00am on 16 February 2026.
Upon admission of the Placing Shares, the Conversion Shares and the WRAP Retail Offer Shares, the Company's issued ordinary share capital will comprise 2,190,482,930 Ordinary Shares with one voting right each (the "Enlarged TVR"). The Company does not hold any Ordinary Shares in treasury. This figure may be used by Shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
All new Ordinary Shares, including the Placing Shares, the WRAP Retail Offer Shares and the Conversion Shares, will be issued free of all liens, charges and encumbrances and will, from respective admissions, rank pari passu in all respects with the Company's existing Ordinary Shares.
Update to the percentages included in the Fundraising RNS based on the Enlarged TVR
The table below shows the Directors' shareholdings after the issue of the Placing Shares, the Conversion Shares and the WRAP Retail Offer Shares.
|
|
Current Number of Ordinary Shares |
Number of New Ordinary Shares |
Total Number of Ordinary Shares |
% Enlarged TVR |
|
|
Nicholas Lee |
4,601,200 |
20,000,000 |
24,601,200 |
1.12% |
|
|
Scott Livingston |
123,093,600 |
60,800,000 |
183,893,600 |
8.40% |
|
|
S-Ventures plc |
466,666,666 |
60,000,000 |
526,666,666 |
24.04% |
|
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") certain persons, comprising S-Ventures plc and Scott Livingston and his close relatives, held in aggregate an interest in 35.14 per cent. (so >30 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, as from 16 February 2026 the aggregated Concert Party interest in the enlarged issued share capital of the Company (as enlarged by the issue of the Placing Shares, the Conversion Shares and the WRAP Retail Offer Shares) will be 32.44 per cent. Accordingly, given the aggregate Concert Party interest is below 50 per cent. level but the Concert Party will continue to hold more than 30 per cent. of the voting rights of the Company, any further purchase by a Concert Party member would trigger an obligation to make a mandatory takeover offer under Rule 9 of the Takeover Code. If a Concert Party member is in any doubt about the current position, it should consult the Company and seek their own financial advice from an appropriately authorised stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000 ("FSMA").
An offer under Rule 9 of the Takeover Code must be made in cash and at the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interest in shares of the Company during the 12 months prior to the announcement of the general offer.
Terms used but not defined in this announcement have the same meaning as set out in the Fundraising RNS and / or WRAP RNS.
For further information, please contact:
|
Tooru Plc Scott Livingston, CEO
|
+44 (0) 20 3475 0230 |
|
Beaumont Cornish Limited (Nominated Adviser) Roland Cornish / Asia Szusciak / Felicity Geidt
|
+44 (0) 20 7628 3396
|
|
Oberon Capital (Joint Broker and Lead Bookrunner to the Placing) Nick Lovering / Adam Pollock / Aimee McCusker
|
+44 (0) 20 3179 5300
|
|
Winterflood Retail Access Platform Sophia Bechev, Kaitlan Billings |
WRAP@winterflood.com +44 (0) 20 3100 0214 |
Further information on the Company can be found on its website at www.tooruplc.com
The Company's LEI is 2138005S1G2RM953YX87
This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.
Important Notices
The content of this announcement has been prepared by and is the sole responsibility of the Company.
The release, publication or distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Ordinary Shares in any such jurisdiction.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the US Securities Act, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
WRAP is a proprietary technology platform owned and operated by Winterflood Securities Ltd (registered address at Riverbank House, 2 Swan Lane, London EC4R 3GA; FRN 141455). Winterflood Securities Ltd ("Winterflood") is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the WRAP Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the WRAP Retail Offer, Admission and the other arrangements referred to in this announcement.
The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.
Certain statements in this announcement may constitute forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.
These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and Winterflood expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Conduct Authority, the London Stock Exchange or applicable law.
The information in this announcement is for background purposes only and does not purport to be full or complete. None of Winterflood or any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Winterflood and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.
Any indication in this announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The WRAP Retail Offer Shares to be issued or sold pursuant to the WRAP Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.
It is further noted that the WRAP Retail Offer was only open to investors in the United Kingdom who fall within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes an existing member of the Company).
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