26 Jul S-Ventures PLC acquisition of Pulsin Ltd.
S-Ventures PLC – Acquisition of Pulsin Limited 
RNS Number : 4934GS-Ventures PLC26 July 2021
26 July 2021
S-VENTURES PLC
(“S-Ventures” or the “Company”)
Acquisition of Pulsin Limited
(the “Acquisition”)
S-Ventures PLC is pleased to announce that it has acquired 100% of the share capital of Pulsin Limited (“Pulsin”). Pulsin (www.pulsin.co.uk) is a well-established and highly respected plant-based nutrition company, excelling in plant-based nutrition technology, manufacturing and sales, with a focus on healthy protein bars, nutritional snacks and Keto bars.
An expert in its field, Pulsin formulates and produces high quality plant-based products under its own brands as well as for third parties, many of which are household names, from its specialised facilities in Gloucester. Pulsin had gross sales of approximately £7.05m in the twelve months to 30 April 2021 and approximately £1.2m of net debt as at that date.
The Acquisition adds significantly to S-Ventures’ interests in the health and wellness foods marketplace following acquisitions earlier this year of a probiotic chocolate brand, Ohso Chocolate, and a plant-based snacking company, We Love Purely. The entire Pulsin team, led by Simon Ashburner, will join the S-Ventures family. Simon will continue as Managing Director of Pulsin and also contribute to S-Ventures more widely as a member of the senior executive team.
In respect of the Acquisition, S-Ventures has provided as consideration to the vendors a combination of approximately £2m in cash, approximately £2m in the form of loan notes issued by S-Ventures (“Loan Notes”), plus a total of 15,176,814 ordinary shares of 0.1p each in S-Ventures (“Ordinary Shares”), of which 3 million Ordinary Shares are deferred and contingent upon the net sales performance of Pulsin in the twelve months to 31 December 2021.
The above consideration, including the contingent portion, equates to a total of approximately £7.5m using a price of 23p per share (being the prevailing mid-market price on AQUIS for Ordinary Shares on 23 July 2021). Additional potential consideration to the vendors, not included above, of approximately £450,000 in cash, has been reserved by S-Ventures in respect of certain potential liabilities of Pulsin.
Application will be made for the 12,176,814 Ordinary Shares being issued immediately to be admitted to trading on the Access segment of the AQSE Growth Market; admission is expected to become effective on 30 July 2021. Simon Ashburner is interested in 8,147,385 of these Ordinary Shares, representing 7.3 per cent of the Company’s enlarged issued share capital of 111,377,947 Ordinary Shares.
Upon the announcement of the Acquisition, S-Ventures’ CEO Scott Livingston commented: “We are delighted to welcome the Pulsin team to the S-Ventures family and look forward to accelerating the progress Pulsin has made in establishing itself as a prominent brand in this space. Pulsin is an important acquisition for S-Ventures and reinforces our brand presence, total infrastructure and opportunity for synergy.”
Simon Ashburner, MD of Pulsin commented: “We are delighted in the successful sale and move to S-Ventures and look forward to further developing the brand in the UK and internationally.”
As a result of this acquisition, S-Ventures intends to change its Accounting Reference Date to 30 September. First accounts will be made up to 30 September 2021.
Further information on Pulsin can be found at: www.pulsin.co.uk
Further information on Ohso Chocolate can be found at: www.ohso.com
Further information on Purely Plantain Chips can be found at: www.welovepurely.com
The directors of the issuer accept responsibility for the contents of this announcement.
For further information, please contact:
The Company
Robert Hewitt
+44 (0) 1932 400 224
AQSE Corporate Adviser:
Peterhouse Capital Limited
Guy Miller and Mark Anwyl
+44 (0) 20 7469 0936
Further notes on the Acquisition:
Under the terms of the Acquisition, the Ordinary Shares are subject to a lock-in deed between the vendors and S-Ventures that restrict the vendors from disposing of the Ordinary Shares for a period of 12 months.
Under the terms of the Loan Notes, the repayment of the principal of the Loan Notes may be made by S-Ventures either in cash or in shares of S-Ventures, at the option of S-Ventures. The interest on the Loan Notes is payable in cash only. The Loan Notes have been in issued in two tranches of approximately £1m each, one maturing in 12 months and the other maturing in 18 months. If S-Ventures opts to repay the principal of the Loan Notes in shares then the maximum potential additional issuance of shares in S-Ventures is 13,716,847, and the maximum potential total issuance of shares resulting from the Acquisition is 28,893,661.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
Simon Ashburner
2
Reason for the notification
a)
Position/status
PDMR at S-Ventures plc
b)
Initial notification /Amendment
Initial
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
S-Ventures plc
b)
LEI
213800QIR9TOFVDFEQ57
4
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
Identification code
Ordinary Shares of 0.1p each
ISIN: GB00BN29LY68
b)
Nature of the transaction
Receipt of Ordinary Shares as consideration
c)
Price(s) and volume(s)
8,147,385 Ordinary Shares at 23p per share
d)
Aggregated information
– Aggregated volume
– Price
n/a (single transaction)
e)
Date of the transaction
26 July 2021
f)
Place of the transaction
Off market allotment of new Ordinary Shares
Market Abuse Regulation (MAR) Disclosure
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation EU 596/2014 as it forms part of retained EU law (as defined in the European Union (Withdrawal) Act 2018).
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