S-VENTURES PLC

15th December 2022 

(“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 delighted 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 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 Acquisition

S-Ventures plc has agreed to acquire Juvela from the Vendor for a consideration of £8m cash and 5 million new ordinary shares in S-Ventures.

The cash is split £6.5m on completion and £1.5m deferred plus 8% interest, paid in September 2023.

The 5 million shares issued as part of the consideration, represent 3.8% of the 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, which lives by its mission to delight consumers by conserving the goodness of nature, boasts a global footprint and its portfolio consists of many well-known international and local brands.

At acquisition, S-Ventures PLC will enter into new loan facilities provided by Shawbrook Bank Limited for financing the Acquisition and its working capital needs including a 4 year term loan of £5.5m and a £500,000 revolving credit facility.

About Juvela

Juvela is a business manufacturing 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.

In the year ended 31 December 2021, Juvela achieved a gross revenue of £8.8 million and has continued to operate profitably this year with expected gross sales of £8.6 million.

Investment Rationale

The synergies between S-Venture’s existing brands and the new Welsh facility are extensive with many opportunities to combine resources and cross fertilise brands and distribution channels, especially between the recently acquired Lizza, which owns a large factory and free-from facility in Frankfurt.

Furthermore, the UK free-from market has a size of £1.86 billion and grew at a compound annual growth rate of 6.7% between 2019 to 2021. 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.

Scott Livingston, the Founder and CEO of S-Ventures comments:

“We are delighted to partner with Hero Group and to add the Juvela business to our platform. We welcome Hero Group as new partners and 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.

S-Ventures plc was represented in this transaction by law firm Farrer & Co while the Hero Group was supported by financial advisors Alantra and law firm Pinsent Masons.  

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