16 April 2026

Tooru plc

("Tooru" or the "Company" or the "Group")

Tooru agrees in principle to acquire Mylky B.V. to expand its portfolio of leading brands

Tooru, the AIM listed company focused on the branded health and wellness sector, is pleased to announce that it has agreed terms, subject to contract, to acquire 100% of the share capital of Mylky B.V. ("Mylky"). Mylky is a leading branded consumer e-commerce business, selling small plant-based home milk making machines and associated products throughout Europe, capitalising on the fast-growing consumer demand for healthy, "free from" plant-based products.

Highlights

·    Agreement, subject to contract, to acquire 100% of the share capital of Mylky

·    Purchase price of £12 million comprising:

-     a cash consideration element of £6 million from existing cash resources and new debt funding

-     a loan note of £3 million

-     an issue of new Tooru shares, equivalent to £3 million, anticipated to represent between 10% to 15% of the enlarged group, implying a value for Tooru of circa £17 million

·    Mylky is a leading branded consumer e-commerce business, selling small plant-based home milk making machines and associated products throughout Europe.

·    Mylky expected by its management to have generated revenue of €7.5 million and EBITDA of €2.5 million in 2025 with high margins and levels of cash generation.

·    Clear opportunity for the business to grow significantly in both existing and new markets, including the UK, driven in part by an increasing number of consumers switching from cow milk to plant-based milk. 

·    Mylky is complementary to the existing Tooru brands of Juvela, OAF and Pulsin and would further develop Tooru's position as a leading consumer brands company in the "free from" sector. 

·   Completion of a transaction is subject to, inter alia, completion of satisfactory due diligence, financing, definitive documentation and shareholder approval.

The Mylky machine enables consumers to prepare a variety of plant-based milks in a simple and straightforward way, at home, for a fraction of the cost of ready-made products, and with the added benefit of being additive free.  Furthermore, home production leads to a significant reduction in packaging and the related carbon footprint compared to shop bought, ready-made products.  This further underpins Mylky's environmental and healthy credentials, often a critical decision-making factor for "free from" consumers.

The consideration for the proposed acquisition will be £12 million which, given Mylky's cash generation capability, is expected to be financed principally through debt and associated funding. The terms of the proposed transaction, which are subject to contract, are summarised below.  Completion of a transaction is subject to, inter alia, completion of satisfactory due diligence, financing, definitive documentation and shareholder approval.

Mylky has exhibited phenomenal growth since it was launched in early 2024 and, for 2025, it is expected by its management to have generated revenue of €7.5 million and EBITDA of €2.5 million, on an unaudited basis, with high margins and cash generation.  Trading for the first three months of 2026 is already ahead of budget which represents a significant uplift on the prior year - with figures for the last 12 months to 31 March 2026 expected to increase to revenue of €9 million and EBITDA of €3.1 million.

Mylky has also expanded rapidly across multiple European markets with a presence in eight countries, the biggest of which are Germany, France and Switzerland.  The company has a large and active customer list of over 70,000, demonstrating strong brand loyalty and providing a base for repeat and new products going forward. Sustainability is at the core of Mylky's values which is a key element supporting Mylky's success in this sector. The current management team, led by Martin Sundberg, have excellent marketing and development skills, including social media expertise, which have enabled them to establish a market presence over such a short time period.  It is envisaged that the Mylky team would join Tooru's senior management as part of the acquisition.

Tooru believes that there is a clear opportunity for the business to continue to grow significantly in both existing and new markets, including the UK, driven in part by an increasing number of consumers switching from cow milk to plant-based milk.  A number of launches are already planned for new markets in the short term.  Furthermore, Mylky is complementary to the existing Tooru brands of Juvela, OAF and Pulsin and would further develop Tooru's position as a leading consumer brands company in the "free from" sector.  In particular, a number of synergy and co-branding opportunities between Mylky and the Tooru portfolio have already been identified. 

Tooru also has a track record of successful product innovation, such as the development of its OAF brand.  This would greatly assist the further development of the Mylky brand and its product range. For example, there could be opportunities to provide Mylky ingredients on, say, a subscription basis. Tooru also believes that there is a global trend for consumers making fresh "free from" products at home and that such a concept could easily be extended to other healthy wellness products.

The full conditional acquisition terms are summarised below. Furthermore, notwithstanding the size of the proposed acquisition of Mylky, the Company has been advised that it would not amount to a Reverse Transaction under the AIM Rules but, given its size, the Company still intends to seek shareholder approval for the transaction.  The overall consideration for Mylky is £12 million, comprising:

·    a cash consideration element of £6 million from existing cash resources and new debt funding, payable on closing,

·    a loan note of £3 million with a coupon of 10% per annum with a 3-year term, repayable on a bullet basis at the end of the term

·    an issue of new Tooru shares equivalent to £3 million, anticipated to represent between 10% to 15% of the enlarged group following completion of the proposed acquisition, implying a value for Tooru of circa £17 million

·    sufficient cash will transfer across with the business to fund current working capital and future expansion

·    Tooru has been granted a 3-month period of exclusivity for the acquisition of Mylky

The Board of Tooru envisages financing the proposed transaction using an institutional debt provider, noting the previous experience that the Board of Tooru has had in securing the Shawbrook facility for its acquisition of Juvela. The Board has already had positive preliminary discussions with a number of lenders. However, completion of a transaction is subject to, inter alia, completion of satisfactory due diligence, financing, definitive documentation and shareholder approval and there can be no guarantee, at this stage, that the proposed acquisition will be completed.

Scott Livingston, CEO, said:

"We are very excited about the opportunity to grow Mylky and to build it alongside Pulsin, Juvela and OAF.   We see many interesting ideas and innovation potential for home based "free-from" food and drink production and subscription/regime type offerings. The acquisition of this profitable business would both enhance and add scale to the Tooru group that will help its public journey in the short term and create value for our shareholders. The team at Mylky are exceptional and we all look forward to working together going forward. We believe that this is very much the first step in the implementation of our stated buy and build strategy."

Martin Sundberg, CEO of Mylky, said:

"We're proud of what the Mylky team has built over the past two years. From day one, our focus has been on building a high-quality brand that empowers consumers to make more conscious food choices. We believe Tooru is an excellent strategic fit for Mylky's next phase of development, sharing our long-term approach to brand building and bringing complementary capabilities to support continued growth. We're excited about the opportunities ahead and the next chapter."

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK Domestic Law pursuant to the Market Abuse (Amendment) (EU Exit) regulations (SI 2019/310).

Enquiries:

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.