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Company Update

In brief · summary, not quotable

River Global to delist from AIM and become private company, realise Parmenion 30% stake, return capital to B shareholders.

  • Additional Consideration accepted in cash £1.1m
  • Original Additional Consideration up to £2.1m
  • Parmenion Capital Partners equity interest 30%
  • Minimum capital required for re-admission as investing company £6m
Full announcement

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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 ("MAR").

River Global PLC ("River Global" or the "Company")

Company Update

The Board of River Global announces the following updates in relation to the Company's strategy, and current status as an AIM Rule 15 cash shell, following the sale of River Global Holdings Limited ("RGH") to Liontrust Asset Management PLC ("Liontrust") (the "RGH Disposal").

As previously announced, the Company, having become an AIM Rule 15 cash shell following the RGH Disposal, is required to complete an acquisition or acquisitions constituting a reverse takeover within the period prescribed by the AIM Rules for Companies or be re-admitted to trading on AIM as an investing company under the AIM Rules for Companies (which requires the raising of at least £6 million), failing which trading in the Company's shares may be suspended and admission to AIM may ultimately be cancelled.

The Board is focused on realising remaining benefits for all shareholders and maximising value for B shareholders from the Company's principal remaining asset, a structured 30% equity interest in Parmenion Capital Partners LLP (the "Parmenion Interest"). The Board's intention is to realise the Parmenion Interest in a manner that achieves a balance between seeking to obtain the best achievable value from its realisation and making a timely return of capital to B shareholders in respect of this asset and, at an appropriate point in the future, voluntarily wind up the Company in order to return that value to shareholders.

In light of the Company's realisation strategy, the Board has concluded that it is not in the best interests of the Company or its shareholders as a whole for the Company to undertake a reverse takeover or pursue re-admission as an investing company. The Board has also carefully reviewed and considered the benefits and drawbacks of remaining an AIM quoted company, concluding that the Company's realisation strategy can be delivered more efficiently, in terms of both time and cost, as an unquoted company, given the greater flexibility and cost savings that status affords.

As such, the Board believes that it is in the best interests of the Company and its shareholders as a whole to seek cancellation of admission to trading on AIM of the Company's A ordinary shares (the "A Ordinary Shares") and B shares (the "B Shares" and, together with the A Ordinary Shares, the "Shares") ("Cancellation") and, thereafter, re-registration of the Company as a private limited company ("Re-registration"). The Company therefore expects to publish a circular shortly setting out the background to, rationale for, and implications of Cancellation and Re-registration (in the context of which certain amendments to the Company's articles of association (the "Articles") will be proposed). A general meeting at which the required shareholder approvals will be sought, will be convened in due course. The Cancellation and Re-registration will each require the approval of not less than 75% of votes cast by eligible shareholders at a duly convened general meeting, in accordance with Rule 41 of the AIM Rules for Companies and the Articles. The Company is currently targeting Cancellation in early December, subject to the necessary approvals.

Amendment to terms of the RGH Disposal

As previously announced, the terms of the sale and purchase agreement relating to the RGH Disposal provide for additional consideration of up to £2.1 million to be paid by Liontrust to the Company ("Additional Consideration"), to be satisfied by the issue of Liontrust ordinary shares credited as fully paid at an issue price of 255.9 pence per share, contingent on the delivery of certain revenues to the Liontrust group as enlarged by its acquisition of RGH (the "Enlarged Liontrust Group") within 12 months of completion of the RGH Disposal ("Completion"). As at Completion, those revenues were dependent on the outcome of the reconstruction subsequently undertaken by European Opportunities Trust PLC ("EOT"), which resulted in certain of EOT's assets continuing to be managed by the enlarged Liontrust Group. Those EOT assets may be reduced over time were funds to be withdrawn. Following further discussions with Liontrust, the Company has agreed to accept, and has received, £1.1 million in cash in lieu of the Additional Consideration, subject to possible clawbacks. Clawback is triggered if a certain threshold of withdrawals is reached: it could be as much as 88% of the total (c.£985K) if all funds were withdrawn immediately, but declines on an on-going basis to reach nil by end August 2028..

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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