Result of WRAP Offer, Update on Fundraising & TVR
Tooru Plc has successfully raised approximately £980,000 in gross proceeds through a combination of its WRAP Retail Offer and Placing, issuing a total of 392,136,000 new ordinary shares. The WRAP Retail Offer alone generated £80,340 from 32,136,000 shares, while the Placing contributed an additional £100,000. In total, 512,136,000 new ordinary shares are expected to be admitted to AIM, with dealings commencing on 13 February 2026 for placing and conversion shares, and 16 February 2026 for retail offer shares. Following these issuances, the Company's enlarged total voting rights will be 2,190,482,930 ordinary shares. The aggregated Concert Party interest will be 32.44%, remaining above the 30% threshold that could trigger a mandatory takeover offer under Rule 9 of the Takeover Code if further purchases are made.
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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.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.