S-Ventures PLC - Acquisition of Ohso Chocolate Limited
RNS Number : 3106P
S-Ventures PLC
17 February 2021

17 February 2021




("S-Ventures" or the "Company")

Acquisition of Ohso Chocolate Limited


S-Ventures PLC is pleased to announce that it has acquired a 75.1% interest in Ohso Chocolate Limited ("Ohso Chocolate") through the issue of 3,281,866 ordinary shares in S-Ventures to the shareholders of Ohso Chocolate, equating to approximately £295,400 at a price of 9p per share (being the prevailing mid-market price at the time of agreement of the transaction).


S-Ventures has granted certain options to the founders of Ohso Chocolate, Andrew Marten and Liz Hallet (the "Founders"), to exchange their combined 24.9% interest in Ohso Chocolate into shares of S-Ventures.  The exercise of these options by the Founders is contingent upon the future financial performance of Ohso Chocolate.


Ohso Chocolate (www.ohso.com) is a probiotic chocolate company, promoting healthy daily regime snacking.   Ohso Chocolate has developed its products with a unique microencapsulation process, ensuring a proven 3 times more effective delivery into the gut than the more common liquid dairy alternatives. The Ohso "no added sugar" variants and delivering portion control bars are highly relevant and effective at a time when high sugar products are being withdrawn from the market place. Ohso Chocolate has an established and successful direct-to-consumer subscription model and relationships with certain key retail partners.


Under the umbrella of S-Ventures, Ohso Chocolate will look to develop the brand's product range, continue to grow its existing product lines and  consider partnering opportunities with other major brands to utilise its technology. The existing Ohso Chocolate team will remain in place and we welcome the Founders to S-Ventures. Andrew will remain MD of Ohso Chocolate.


Chairman David Mitchell commented "we are delighted to have acquired our stake in Ohso Chocolate  and we very much look forward to working with Andrew and the team. The product has achieved great results and progress but together we believe we can grow faster and exploit opportunities more effectively in the healthy probiotic space".


Further information on Ohso Chocolate can be found at: www.ohso.com



As part of the transaction, S-Ventures has agreed to grant the Founders options to exchange their remaining shareholdings in Ohso Chocolate for shares in S-Ventures at the same ratio at which the share exchange occurred to effect this transaction (the "Exchange Option") contingent upon certain performance targets being met.  If these options are exercised, 1,088,130 ordinary shares in the Company would be issued to the Founders in exchange for their 24.9% remaining interest in Ohso Chocolate. Additionally, under a long term incentive plan to be established by the Company, the founders are also expected to be granted additional options to subscribe for additional S-Ventures shares (the "LTIP Options") at 9 pence per share for a maximum of 1,316,634 S-Ventures shares. The actual size of the grant under the LTIP Options will also be contingent upon certain performance targets being met.  For the avoidance of doubt, the performance targets to be met under the Exchange Option and the LTIP Options are not the same.


This was a related party transaction. Immediately prior to the transaction, Scott Livingston, CEO, held 1,177,193 shares of Ohso Chocolate, Robert Hewitt, Chief Financial Officer, held 51,255 shares in Ohso Chocolate. Together their shares represented 50.6% of the issued shares in Ohso Chocolate. The transaction therefore constitutes a related party transaction.  The unaudited gross assets of Ohso Chocolate as at 31 December were £342,000.  Sales for the 12 months to 31 December 2020 were £311,000.


Following the issue of the 3,281,866 ordinary shares referred to above, the Company will have 79,201,133 ordinary shares in issue. As a result of the transaction Scott Livingston's beneficial interest in the shares of the Company will increase from 56.8% to 57.3%. Robert Hewitt's beneficial interest in the shares of the Company will reduce to 2.90% from 2.93%.


The above figure of 79,201,133 Ordinary Shares 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 share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules. If the exercise of either the Exchange Option or the LTIP Options occurs, shareholders will be notified of any revised figure for total Ordinary Shares in issue.


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/Allie Feuerlein                                                    +44 (0) 20 7469 0936



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