S-Ventures PLC AGREEMENTS WITH PETER CREMER HOLDING GMBH & Co. KG (8093X)
01 9월 2022 - 3:02PM
UK Regulatory
TIDMSVEN
RNS Number : 8093X
S-Ventures PLC
01 September 2022
1 September 2022
S-VENTURES PLC
("S-Ventures" or the "Company")
AQSE Ticker Code: SVEN
AGREEMENTS WITH PETER CREMER HOLDING GMBH & Co. KG
S-Ventures PLC is pleased to announce that it has signed a
number of agreements with Peter Cremer Holding GmbH & Co KG
("CREMER"), a multi-billion-euro family-owned company headquartered
in Hamburg and focused on the trading and processing of
agricultural, oleochemical and other commodities ( www.cremer.de )
as further set out below.
Under these agreements, S-Ventures has acquired 100% of Lizza
GmbH ("Lizza") from CREMER, a wellness and natural free-from food
brand including pasta and breads, to S-Ventures ( www.lizza.net ).
Besides, CREMER has subscribed for GBP2m of shares in S-Ventures
via a new issue of 2,857,142 shares at a subscription price of 70
pence per share.
Lizza's produces and distributes its own brand of free-from
pasta, breads and similar products. Lizza's fits well with our
platform of growing healthy foods and snacks, particularly Pulsin
BV, allowing us the opportunity to grow the brand going forward,
utilise its infrastructure in Germany and cross-fertilising
distribution channels. Both CREMER and S-Ventures believe there is
a greater opportunity for progress under S-Ventures ownership and
control. Sales for Lizza's in the year to December 2021 were EUR4.5
million (December 2020 - EUR5.2m).
The acquisition of all CREMER's interests in Lizza's by the
Company has been affected by the purchase of all the outstanding
issued share capital of Lizza's by Pulsin BV, a wholly-owned
subsidiary of the Company, for one Euro, and the purchase by Pulsin
BV of shareholder loans made by CREMER to Lizza's, also for one
Euro. As part of the agreement to acquire its interests in Lizza's
for a nominal sum only, S-Ventures has agreed to earn-out
provisions that provide for CREMER's equal participation in net
profits generated by Lizza's capped at a maximum value of EUR2.366
million. CREMER's participation in the net profits of Lizza's is
also limited to a maximum of 10 years regardless of the amount
received in that period.
Admission and Total Voting Rights
Application will be made for the 2,857,142 new o rdinary shares
being issued immediately to be admitted to trading on the Access
segment of the AQSE Growth Market ("Admission"). Admission is
expected to become effective on, or around, 5 September 2022.
Following the Admission of the new ordinary shares, the issued
share capital of the Company will be 125,302,941 Ordinary Shares.
This figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interests in, or change to their interest in, the
Company under the FCA's Disclosure and Transparency Rules.
CEO, Scott Livingston, Statement:
"We are delighted with this strategic alignment and for the
support of CREMER. During uncertain times we continue to push
forward and to accelerate our platform growth in the UK and Europe.
Whilst we are concerned with the overall economic environment, we
remain steadfast in solidifying our position and expanding our
reach, we welcome CREMER as shareholders and look forward to
working with the team at Lizza's".
Chairman, David Mitchell, Statement:
"I am delighted to welcome onboard the CREMER investment. We are
excited to have such an important investor supporting S-Ventures
plc and we look forward to a mutually beneficial longstanding
relationship. I am also pleased to welcome our new German
colleagues in Frankfurt to the S-Ventures' family".
See : www.lizza.net
www.cremer.de
For further information, please contact:
The Company
Robert Hewitt (Chief Financial
Officer)
Scott Livingston (Chief Executive
Officer) +44 (0) 1932 400 224
AQSE Corporate Adviser and
Broker:
VSA Capital Limited
Andrew Raca - Corporate Finance
Andrew Monk - Corporate Broking +44 (0) 20 3005 5000
---------------------
IFC Advisory (Financial PR)
Graham Herring
Tim Metcalfe
Florence Chandler +44 (0) 20 3934 6630
---------------------
About S-Ventures
S-Ventures is listed on UK AQUIS Exchange (Ticker Code "SVEN").
The Company seeks to identify investment opportunities in the
health & wellness, organic food and wellbeing sectors within
the UK and Europe, adding value by providing capital and expertise
to the target companies. The experience and operational skills of
the Board led by Scott Livingston (CEO) are intended to act as an
accelerator to smaller brands that have a solid foundation and
platform but may lack the skills and capital. The main objectives
are to cross-fertilise opportunities between the target companies
and scale the individual entities and look for exit opportunities
and/or synergistic collaborations through scaling we seek to create
significant value for all stakeholders. Since listing on AQSE in
September 2020, the Company has acquired significant interests in
seven companies.
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