S-Ventures PLC - AGREEMENTS WITH PETER CREMER HOLDING GMBH & Co. KG

1 September 2022

S-VENTURES PLC

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

AQSE Ticker Code: SVEN

AGREEMENTS WITH PETER CREMER HOLDING GMBH & Co. KG

S-Ventures PLC is pleased to announce that it has signed a number of agreements with Peter Cremer Holding GmbH & Co KG ("CREMER"), a multi-billion-euro family-owned company headquartered in Hamburg and focused on the trading and processing of agricultural, oleochemical and other commodities (www.cremer.de) as further set out below.

Under these agreements, S-Ventures has acquired 100% of Lizza GmbH ("Lizza") from CREMER, a wellness and natural free-from food brand including pasta and breads, to S-Ventures (www.lizza.net). Besides, CREMER has subscribed for £2m of shares in S-Ventures via a new issue of 2,857,142 shares at a subscription price of 70 pence per share.

Lizza's produces and distributes its own brand of free-from pasta, breads and similar products. Lizza's fits well with our platform of growing healthy foods and snacks, particularly Pulsin BV, allowing us the opportunity to grow the brand going forward, utilise its infrastructure in Germany and cross-fertilising distribution channels. Both CREMER and S-Ventures believe there is a greater opportunity for progress under S-Ventures ownership and control. Sales for Lizza's in the year to December 2021 were €4.5 million (December 2020 - €5.2m).

The acquisition of all CREMER's interests in Lizza's by the Company has been affected by the purchase of all the outstanding issued share capital of Lizza's by Pulsin BV, a wholly-owned subsidiary of the Company, for one Euro, and the purchase by Pulsin BV of shareholder loans made by CREMER to Lizza's, also for one Euro. As part of the agreement to acquire its interests in Lizza's for a nominal sum only, S-Ventures has agreed to earn-out provisions that provide for CREMER's equal participation in net profits generated by Lizza's capped at a maximum value of €2.366 million. CREMER's participation in the net profits of Lizza's is also limited to a maximum of 10 years regardless of the amount received in that period.

Admission and Total Voting Rights

Application will be made for the 2,857,142 new ordinary shares being issued immediately to be admitted to trading on the Access segment of the AQSE Growth Market ("Admission"). Admission is expected to become effective on, or around, 5 September 2022.

Following the Admission of the new ordinary shares, the issued share capital of the Company will be 125,302,941 Ordinary Shares. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interests in, or change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

CEO, Scott Livingston, Statement:

"We are delighted with this strategic alignment and for the support of CREMER. During uncertain times we continue to push forward and to accelerate our platform growth in the UK and Europe. Whilst we are concerned with the overall economic environment, we remain steadfast in solidifying our position and expanding our reach, we welcome CREMER as shareholders and look forward to working with the team at Lizza's".

Chairman, David Mitchell, Statement:

"I am delighted to welcome onboard the CREMER investment.  We are excited to have such an important investor supporting S-Ventures plc and we look forward to a mutually beneficial longstanding relationship.  I am also pleased to welcome our new German colleagues in Frankfurt to the S-Ventures' family".

See : www.lizza.net   

        www.cremer.de

For further information, please contact:

About S-Ventures

S-Ventures is listed on UK AQUIS Exchange (Ticker Code "SVEN"). The Company seeks to identify investment opportunities in the health & wellness, organic food and wellbeing sectors within the UK and Europe, adding value by providing capital and expertise to the target companies. The experience and operational skills of the Board led by Scott Livingston (CEO) are intended to act as an accelerator to smaller brands that have a solid foundation and platform but may lack the skills and capital. The main objectives are to cross-fertilise opportunities between the target companies and scale the individual entities and look for exit opportunities and/or synergistic collaborations through scaling we seek to create significant value for all stakeholders. Since listing on AQSE in September 2020, the Company has acquired significant interests in seven companies.