ANNOUNCEMENT OF APPLICATION FOR ADMISSION TO THE AQSE GROWTH MARKET

APPLICANT NAME:

S-VENTURES PLC

APPLICANT REGISTERED OFFICE, PRINCIPLE PLACE OF BUSINESS (IF DIFFERENT) AND TELEPHONE NUMBER:

C/O Bwb Rosemount House,

Rosemount Avenue,

West Byfleet, Surrey,

United Kingdom, KT14 6LB

+44 (0) 1932 400224

DIRECTORS AND PROPOSED DIRECTORS (IF APPLICABLE):

Scott Paul Livingston, (Chief Executive Officer) (Aged 44)

Scott started his career in sales and sales trading where he achieved many accolades. He began working for Harlow Butler money brokers on the options and futures desk. At the age of 21, he founded a telecommunications company, Evolution Voice & Data Limited, which he eventually listed and sold in 2005 before setting up Westlab Ltd, a bath salts business. Scott is also a direct investor in other consumer brands such as Ohso Chocolate ltd. Through his roles as a professional investor and senior management, Scott has overseen many capital raising projects including from EIS funds and other UHNW investor investors.

From 2008 to 2011, in parallel to incubating Westlab, Scott operated and ran an FCA regulated algorithmic hedge fund, using quantitative models on highly liquid FX / index and bonds. Scott eventually introduced and incorporated some of these quantitative and statistical skills to grow Westlab more efficiently, using a strong data-centric approach. Since 2011, Scott has focussed full-time on Westlab as CEO and on Ohso Chocolate as a non-executive director and investor.

In 2017, Scott joined YPO (Young Presidents Organisation) and is now deputy Education Chair for 2020 and 2021.  He is also currently pursuing a diploma in private equity and venture capital from Harvard University.  

Scott is a member of RORC (Royal Ocean Racing Club) and has a yacht in Port Solent and sails regularly in regattas and races. He also serves the local community boxing club and has a strong interest in boxing, skiing, tennis and golf.

Robert David Hewitt, (Finance Director) (Aged 64)

Robert qualified with Touche Ross and became a licenced Insolvency Practitioner. He left to found his own firm - Gibson Hewitt & Co - in 1988. He acted as an Insolvency Practitioner until he retired from the firm in 2016. At the same time he headed up the firm's small accounting and tax function aimed at helping businesses manage change and with a particular emphasis on start up or growing businesses.

He has helped many businesses in a variety of roles, sometimes by serving as a Director - occasionally nominated by venture capital firms to join boards of their investments. Since leaving his firm, he has acted as Director to several new ventures and growing businesses.

He is an opera fan and keen landscape photographer.

Nick D'Onofrio, (Non-Executive Director) (Aged 52)

Nick was the co-founder, Managing Partner and Chief Executive Officer at North Asset Management an FCA regulated London based alternative asset management business. Nick helped establish the operational and financial infrastructure of the firm and managed those areas of the business which included marketing and investor relations, risk, compliance, accounting, legal, and banking and service provider relationships. At North Asset Management, Nick contributed to the creation of a multi product fund platform including a macro fund, emerging markets fund, collateralized debt obligations/credit fund and real estate fund that in aggregate raised in excess of USD 1 billion in assets. Nick is a former Executive Director at Morgan Stanley and managed Morgan Stanley's counterparty credit team covering all of Europe and the Middle East (EMEA) region. Prior to working at Morgan Stanley, Nick worked at Swiss Banking Corporation from 1994 to 1996 and ABN AMRO from 1990 to 1994. Nick received his Bachelor's Degree from Harvard University in 1990.

Alex Phillips, (Non-Executive Director) (Aged 50)

Alex is a Partner at Smith Square Partners LLP, joining the partnership in late 2016, and has over 25 years experience in corporate finance and capital markets, having previously served as a Managing Director in the UK Investment Banking team at Credit Suisse and an Executive Director in the equivalent team at Morgan Stanley.

Immediately prior to joining Smith Square Partners, Alex was Chief Executive Officer of Passtech, a private business serving oil & gas equipment manufacturers, with operations in the Middle East. Alex led the stabilisation and growth of the business prior to its sale to Overmach Group SpA.

Alex currently serves as Senior Independent Director on the Board of Notting Hill Genesis. Notting Hill Genesis is one of the leading housing associations in the UK and a member of the G15, having been formed through the amalgamation of Notting Hill Housing Group and Genesis Housing Association.  Previously, Alex served as Vice Chairman of Notting Hill Housing Group.

Alex has a BSc (Hons) in Economics with Politics from the University of Bristol.  

APPLICANT SECTOR:

Financial Services

DESCRIPTION OF THE APPLICANT AND ITS ACTIVITIES:

The Company will look to identify investment opportunities in the wellness sector within the UK and Europe. The Company plans to add value by applying capital and expertise to the business operations and strategic plans of investee companies. The experience and operational skills of the Board are intended to act as an accelerator to small brands that have an established but sub-scale market presence, strong foundations and platforms but lack skills and capital to maximise their profit opportunity.

The main objectives will be to scale the individual brands through a review of product proposition, marketing channels, supply chain economics and financing, as well as to cross-fertilise opportunities between investee companies, and to scale the individual entities and look for synergistic collaborations with third-parties, and ultimately assessing potential exit opportunities to maximise returns for shareholders. The Board considers the valuations of companies at this stage of their development in the targeted sectors to be extremely favourable, and believe that scaling can create significant value creation for all stakeholders. S-Ventures initially expects to complete investments in up to 3 acquisitions per year at enterprise values between approximately £150,000 to £2,000,000 and intend to seek larger opportunities as the business grows.              

The Company intends to acquire significant stakes in investee companies using  shares in S-Ventures that confer either direct majority control or significant influence through a shareholder agreement, as well as providing development capital through S-Venture's own resources and introduced banking relationships.

NAME OF AQSE EXCHANGE CORPORATE ADVISER:

Peterhouse Capital Limited

NUMBER, CLASS AND PAR VALUE OF SECURITIES TO BE ADMITTED:

74,390,000 ordinary shares of 0.1p each

SECURITIES IN PUBLIC HANDS AS A PERCENTAGE OF THE TOTAL NUMBER OF SECURITIES IN ISSUE (excluding securities held in treasury):

approximately 15 per cent

SHAREHOLDERS HOLDING MORE THAN FIVE PER CENT OF THE APPLICANT'S SHARE CAPITAL OR VOTING RIGHTS PRE- AND POST-ADMISSION:

* this includes the holdings of: Louisa Jane Bohan, a relative of Scott Livingston, who holds 2,375,000 shares; Filomena Livingston, a relative of Scott Livingston who holds 500,000 shares), and Iain Livingston, a relative of Scott Livingston, who holds 562,500 shares

TIMETABLE FOR ANY OFFER OF TRANSFERABLE SECURITIES TO THE PUBLIC:

N/A

THE EXPECTED ADMISSION DATE:

16 September 2020

WEBSITE ADDRESS WHERE INVESTOR INFORMATION WILL BE AVAILABLE FOR INSPECTION:

www.s-venturesplc.com

NAME OF MARKET ON WHICH THE APPLICANT'S SECURITIES ARE CURRENTLY TRADED:

N/A

ARRANGEMENTS FOR THE SETTLEMENT OF TRANSACTIONS IN THE APPLICANT'S SECURITIES:

N/A

DETAILS OF ANY LOCK-IN ARRANGEMENTS:

N/A

DETAILS OF THE LEGAL OR REGULATORY REQUIREMENTS IN THE APPLICANT'S HOME COUNTRY REGARDING THE CONDUCT OF TAKEOVERS AND THE ACQUISITION OF SIGNIFICANT VOTING RIGHTS TO WHICH THE APPLICANT IS SUBJECT:

N/A

UPDATE TO A PRIOR APPLICATION ANNOUNCEMENT RELEASED ON:

N/A