24 March 2022

S-Ventures PLC

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

Agreement to Acquire Market Rocket Limited

S-Ventures PLC, the Company investing in and growing exciting brands across the natural, wellness and food-tech category, is pleased to announce that it has reached an agreement to acquire the whole of the issued share capital of Market Rocket Limited ("Market Rocket" www.marketrocket.co.uk) a dynamic, growth-focused digital agency that partners exclusively with product and brand owners globally to identify and realise significant digital business opportunities. Subject to contract and due diligence, the acquisition is expected to complete by 30 April 2022.

Market Rocket was founded in 2019 and has established itself as one of the UK's leading agencies within the Amazon ecosystem. Accredited as an Amazon SPN (Service Provider Network) agency, Market Rocket works directly with brand owners on a global scale.

Market Rocket uses a unique and proprietary suite of technology platforms and models for the benefit of its clients enabling it to analyse the competitive landscape, identify growth opportunities in any given category and then execute for delivery. These skills and capabilities, combined with strategy and internal resources have created proven market share increases and profitability to clients.

Market Rocket works with a broad range of globally recognised brands, products, industry leaders, entrepreneurs and innovative disruptors. This diversity in Market Rocket's client base is due to its ability to identify opportunities, generate the traffic and conversion led strategies to address them and deliver key growth KPIs.

The aggregate consideration for the acquisition payable by the Company is £2.25m (excluding the contingent consideration described below).  £1.6m is payable on completion comprising £100,000 in cash and 2,142,857 new ordinary shares in S-Ventures issued at a price of 70p per share ("New Ordinary Shares"), as compared to the closing mid-market price of an S-Ventures ordinary share of 48p on 23 March 2022. An additional £400,000 is payable as deferred consideration over three years. In addition, the vendors will be issued with up to 357,143 shares conditional on performance targets. The number of additional shares awarded is dependent on Market Rocket's performance over a three year period following completion. The cash element of the consideration will be funded from the Company's existing cash resources. The vendors will be providing the Company with the usual warranties and indemnities under the acquisition agreement.

In the year ended 31 March 2021 Market Rocket's sales were £501k and net profit was £224k. Net assets at 31 March 2021 were £77k. Management accounts for the 11 months ended 28 February 2022 indicate a significant increase in turnover and profit compared to the previous year.

Market Rocket's two founders, Matthew Peck and Mia Briggs will add significant digital knowledge to the Board of S-Ventures operating subsidiary as Chief Digital Officer and Head of Amazon, respectively. Matthew Peck brings 12 years' experience in founding and running technology-led e-commerce businesses. Mia Briggs has nine years' e-commerce experience.

Following the acquisition, Market Rocket will relocate to join S-Ventures whilst remaining as a separate trading entity retaining its current portfolio and continuing to work with new external clients contributing to the overall growth of the Group. S-Ventures will share their growing central services and manage Market Rocket's finance and administration functions. All Market Rocket staff are expected to remain.

David Mitchell, S-Ventures Chairman commented:

"I am incredibly pleased to be welcoming Market Rocket to the S-Ventures family and we look forward to working with Matt, Mia and their team. Market Rocket is a strategic acquisition and with it they bring the skills and capability that will provide a competitive advantage to our existing brands and give us a solid tech foundation for direct-to-consumer growth."

Scott Livingston, S-Ventures Chief Executive Officer commented:

"The acquisition of Market Rocket brings us a unique proprietary D2C approach via the combination of technology and significant proven experience which we intend to deploy to accelerate our brands. Additionally, we also gain a significant working relationship with Amazon and a Direct-to-Consumer Hub and Centre of Excellence for both Market Rocket and S-Ventures customers. This acquisition is a deliberate step forward in the Company's growth strategy and I look forward to completing this transaction with the vendors and working with the Market Rocket team going forward."

Matthew Peck, Market Rocket Managing Director commented:

"Market Rocket was founded with the sole vision of becoming an integrated partner to category-leading and market-disrupting brands to maximise and dominate Amazon, social and D2C. Over the last two and a half years, we have achieved this ambition through partnerships with globally recognised brands across different verticals. Following completion, we look to take this proven model to the next level. This will be achieved by amalgamating our capabilities and resources with S-Ventures and its brands. We strongly believe that the marriage with S-Ventures' existing manufacturing, distribution, and B2B excellence to our own D2C excellence will create a formidable and industry-leading vehicle for short, medium and long term growth."

Admission and Total Voting Rights

Following completion, application will be made for the New Ordinary Shares to be admitted to trading on the AQSE Growth Market and this is expected to occur on or around the end of April 2022 ("Admission").  We will update the market on timing in due course. 

This announcement contains inside information for the purposes of article 7 of EU Regulation 596/2014 which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018 ("UK MAR"). Upon the publication of this announcement, this inside information is now considered to be within the public domain.

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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.