TIDMSVEN
RNS Number : 7452J
S-Ventures PLC
15 December 2022
15(th) December 2022
S-VENTURES PLC
("S-Ventures" or the "Company")
Acquisition of Hero UK Ltd Trading as Juvela
S-Ventures plc (AQSE: SVEN) (OTCQB: SVTPF ), the enterprise
company investing in and growing exciting brands across the
natural, wellness and food-tech categories , is pleased to announce
the acquisition of 100% of the share capital of Hero UK Ltd trading
as Juvela ("Juvela"") (the "Acquisition"). Hero UK has been
acquired from the Hero Group, a Swiss consumer foods group (the
"Vendor"). The company manufactures and distributes a range of
branded gluten free products under the Juvela brand which include a
high quality and tasty free-from range of breads, mixes and pastas
sold in the UK retail and pharmacy markets.
Terms of the Acquisition
S-Ventures plc has agreed to acquire Juvela from the Vendor for
a consideration of GBP8m cash and five million new ordinary shares
in S-Ventures.
The cash is split GBP6.5m on completion and GBP1.5m deferred
plus 8% interest, payable in September 2023.
The five million shares to be issued to Hero Group as part of
the consideration, will represent 3.8% of the Company's enlarged
share capital and will make Hero group a new shareholder and
partner in S-Ventures PLC.
The Hero Group is an international food company focused on
branded nutritional food products which generated revenues of CHF
1.14 billion in 2021. The Group, boasts a global footprint and its
portfolio consists of many well-known international and local
brands.
In order to provide funding for the Acquisition and for general
working capital needs, S-Ventures PLC has also entered into new
loan facilities provided by Shawbrook Bank Limited including a four
year term loan of GBP5.5m and a GBP500,000 revolving credit
facility.
About Juvela
Juvela is a business manufacturing and distributing gluten-free
and free-from products from its factory in Pontypool, Wales. They
have been manufacturing gluten free food for people diagnosed with
coeliac disease for over 25 years and are the leading brand serving
the UK coeliac community under the brand name Juvela. The product
range also includes bread, flour mixes, breakfast cereals, pasta,
pizza bases, crackers and biscuits.
In the year ended 31 December 2021, Juvela achieved a gross
revenue of GBP8.8 million and has continued to operate profitably
this year with expected gross sales of GBP8.6 million. The net
assets acquired amounted to GBP7.5m.
Further information on Juvela may be found at:
https://www.juvela.co.uk
Investment Rationale
The synergies between the Group's existing brands and Juvela are
extensive with many opportunities to combine resources and cross
fertilise brands and distribution channels, especially with the
Group's Lizza business, acquired in September 2022, which owns a
large factory and free-from facility in Frankfurt.
The UK free-from market also presents a significant growth
opportunity for S-Ventures having grown at a compound annual growth
rate of 6.7% between 2019 to 2021 to GBP1.86billion, according to
the UK Free From Grocery & Pharmacy Market report. The Company
believes that this sector is very promising with the potential for
substantial future growth.
Change of Name
Hero UK Ltd will change its name on completion of the
transaction to Juvela Limited.
Admission
Application has been made for the 5,000,000 new Ordinary Shares,
which will rank pari passu with the existing Ordinary Shares in
issue, to be admitted to trading on the Aquis Stock Exchange Growth
Market ("Admission"). Admission is expected to occur at 8:00 a.m.
on, or around, 20 December 2022.
Total Voting Rights
Following the issue of the 5,000,000 new ordinary shares, the
issued share capital of the Company will be 130,571,687 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 changes to their
interests in, the Company under the FCA's Disclosure and
Transparency Rules.
Scott Livingston , the Founder and CEO of S-Ventures
comments:
"We are delighted to add the Juvela business to our platform. We
welcome Hero Group as new shareholders and are excited about the
opportunity this acquisition brings to drive substantial growth and
value for all our shareholders. It has been a pleasure working with
Hero on this transaction."
Rob Versloot, CEO of the Hero Group, comments:
"We are very pleased to have found an ideal home where Juvela
can grow to its full potential alongside other similar companies.
The divestment is part of our company's long-term strategy and
supports the Hero Group's focus on its core categories of Baby and
Toddler Food and Snacks, Healthy Snacks, and Natural Spreads."
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
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END
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