Director/PDMR Shareholding
Tooru plc announced that CEO Scott Livingston acquired 10,160,333 ordinary shares between February 27 and March 4, 2026, at an average price of 0.2422p per share. Following these purchases, Mr. Livingston now holds 194,053,933 shares, representing 8.86% of the company's issued share capital. This acquisition was made under a dispensation from the Takeover Code, and the Concert Party, which includes Mr. Livingston and S-Ventures plc, now holds an aggregate of 32.90% of the company's issued share capital.
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Tooru, an AIM listed company focused on the branded health and wellness sector, announces that it has been informed by Scott Livingston, the Company's CEO, that between 27 February 2026 and 04 March 2026 he acquired a total of 10,160,333 (including 1,513,838 into SIPP) ordinary shares of 0.01p each (the "Ordinary Shares") in the Company at an average price of 0.2422p per Ordinary Share.
Following these purchases, Scott Livingston now has a direct interest in 194,053,933 Ordinary Shares, representing 8.86 per cent. of the Company's issued share capital.
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") S-Ventures plc and Scott Livingston and his close relatives, who at the time held in aggregate an interest in 35.14 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 the results of which were announced on 11 February 2026, the aggregated interest of the Concert Party was diluted to 32.44 per cent.
Pursuant to Note 11 to Rule 9.1 of the Takeover Code, following dilution of the interest of the Concert Party, and subject to certain conditions and limitations, a subsequent acquisition of an interest in further shares without incurring an obligation to make an offer under Rule 9 is permissible.
Scott Livingston has relied on Note 11 to Rule 9.1 dispensation when acquiring the Ordinary Shares as set out above. Following this purchase the Concert Party is interested in aggregate in 32.90 per cent. of the Company's issued share capital.
Appendix 1
Details of the person discharging managerial responsibilities / person closely associated
| a) | Name | Scott Livingston |
| 2 | Reason for notification | |
| a) | Position / status | Chief Executive Officer of Tooru plc |
| b) | I niti a l noti f i ca t i on/Am e ndm e nt | Initial |
| a) | Name | Tooru Plc |
| b) | LEI | 2138005S1G2RM953YX87 |
| a) | D e s cr iption of the f in a n c i a l inst r um e nt, t y pe of inst r um e nt I d e nti f i ca tion c o d e | Ordinary Shares of £0.0001 ISIN: GB00BKKD0862 |
| b) | Nature of the transaction | Purchases |
| c) | Price(s) and volumes(s) | Volumes Prices 1,310,127 0.237p 1,998,396 0.2495p 842,198 0.237p 843,882 0.237p 821,594 0.249p 806,468 0.2475p 835,150 0.2395p 95,000 0.247p 2,002,408 0.2495p 119,587 0.233p 100,823 0.244p 100,906 0.2438p 100,906 0.2438p 98,764 0.242p 84,124 0.233p |
| d) | Aggregated information Aggregate volume Price(s) | Total 10,160,333 ORDs Average price 0.2422p |
| e) | Date of the transaction | Between 2026-02-27 and 2026-03-04 |
| f) | Place of the transaction | AIMX |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.