Tooru (TOO) has raised gross proceeds of £980,000 via a placing and a WRAP retail offer, both at a price of 0.25 pence per share.
The company has issued 360,000,000 placing shares and 32,136,000 WRAP retail offer shares.
In addition, the company is also issuing 120,000,000 conversion shares at the same price.
As disclosed in the company's circular dated 8 May 2025 for the purposes of the City Code on Takeovers and mergers (Takeover Code) certain persons, comprising S-Ventures plc and Scott Livingston and his close relatives, held in aggregate an interest in 35.14% (so >30%) of the company's then issued share capital, were deemed to be acting in concert.
As a result of the latest placing, conversion and WRAP retail offer, as from 16 February 2026, the aggregated concert party interest in the enlarged issued share capital of the company will be 32.44%. Accordingly, given that the aggregate concert party interest is below 50% level but the concert party will continue to hold more than 30% of the voting rights of the company, any further purchase by a concert party member would trigger an obligation to make a mandatory takeover offer under Rule 9 of the Takeover Code.
An offer under Rule 9 of the Takeover Code must be made in cash and at the highest price paid by the person required to make the offer during the 12 months prior to the announcement of the general offer.
View from Vox
Tooru’s £980,000 raise at 0.25p bolsters near-term funding but adds further dilution through the placing, WRAP retail offer and conversion shares. Meanwhile, the updated concert party position at 32.44% keeps the group above the 30% Takeover Code threshold, meaning any further buying by a concert party member could force a cash offer under Rule 9.