AIM RULE 26

​ABOUT TOORU

 

Tooru PLC operates within the health and wellness sector, owning established consumer brands including Juvela, Pulsin, We Love Purely, and the digital marketing agency Market Rocket. The company focuses on organic expansion and strategic acquisitions to enhance shareholder value. Tooru is led by an experienced and specialised board of directors.

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Tooru PLC is incorporated in England and Wales (Company No. 00269566). Its main operations are located across the United Kingdom.

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Tooru PLC's shares are traded exclusively on the AIM market of the London Stock Exchange. There are no listings on other exchanges or platforms.

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There are currently no specific restrictions on the transfer of Tooru PLC’s AIM securities.

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Information provided according to AIM Rule 26 is regularly updated with the most recent update date clearly indicated on the website.

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The Company is subject to the UK City Code Takeovers and Mergers.

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TOORU BOARD MEMBERS INFORMATION​ AVAILABLE HERE

Nicholas Lee – Non-Executive Chairman

Nicholas read Engineering at St. John’s College, Cambridge and began his career at Coopers & Lybrand
where he qualified as a chartered accountant. He then joined Dresdner Kleinwort where he worked in their
corporate finance department advising a range of companies across a number of different sectors. When
he left in 2009, he was a Managing Director and Head of Investment Banking for Dresdner Kleinwort’s hedge fund/alternative asset manager clients. Since then, Nicholas has been actively involved with AIM and
currently serves as a Director of Mindflair plc, a Non-Executive Director of Huddled Group plc as well as
Finance Director of Smarttech247 Group plc.

Scott Paul Livingston – Chief Executive Officer
 

Scott founded and listed S-Ventures plc in 2020, to identify and capitalise upon investment opportunities in
the high growth natural wellness sector and build a consolidated group sharing infrastructure and capital.
Prior to S-Ventures, Scott was Founder and CEO of the Westlab Group, a bath and body care business he
founded in 2004 and then sold in 2021, which is now a global wellness brand with factories in the UK and
USA with distribution across multiple countries. Scott was previously a member of YPO, Young Presidents
Association and is a serving member in various community charities. S-Ventures is his full-time role which
will be with the Company from Admission.

Stephen Argent – Chief Financial Officer

Stephen is a Chartered Accountant with over 40 years’ experience in both private practice and in commerce
in the consumer and wellness sectors. He set up his own brand, Soupologie, and has been involved in
building out financial and governance teams for both public and private companies. He is a Finance Director
of a private company Nourisher Food & Drinks and has a considerable knowledge and understanding of
the sectors in which the Enlarged Group will operate. S-Ventures is his current full-time role which will be
with the Company from Admission.

Matthew Arthur Henry Peck – Executive Director (Chief Digital Officer)

Matthew is the Founder of S-Ventures-owned D2C specialist agency Market Rocket, established to identify
digital opportunities for leading consumer brands, which is now a Verified Amazon Advertising Partner.
Matthew became involved in eCommerce 15 years ago and founded his first online business at the age of
23, creating a software development agency that specialised in building SaaS applications for use in
eCommerce ecosystems through API connections, data aggregation and analysis. Building on these
successes, Matthew co-founded and operated as COO of an omnichannel global retail business with
warehouses in the UK, EU & US.

Philip Haydn-Slater – Independent Non-Executive Director

Philip has over 35 years of experience in stockbroking and commodities with a number of well-known stock
broking firms. He spent eight years as Head of Corporate Broking at WH Ireland Limited in London between
2003-2010, where he was responsible for originating and managing equity transactions, including IPOs and
secondary placings for corporate clients on AIM and other international exchanges.
 

Philip has also worked in London and Sydney for various financial institutions including ABN Amro, Bankers
Trust, James Capel & Co and Bain Securities (Deutsche Bank) Sydney. More recently, given his experience,
he has acted as an independent director on the boards of a number of public and private companies. He
was previously independent non-executive director of AIM-quoted RA International Group plc and is currently serving as an independent Non-Executive Director of AIM-quoted Strategic Minerals plc.
 

Alexander (“Alex”) James Bevan Phillips – Independent Non-Executive Director
 

Alex is a corporate financier and capital markets adviser with 29 years’ experience advising on privatisations, mergers, acquisitions, disposals, equity and debt issuance and other corporate actions in a wide range of sectors including consumer goods. Alex worked for large integrated investment banks between 1992 and 2013, principally Credit Suisse and Morgan Stanley. After leaving Credit Suisse, Alex worked abroad leading the turnaround of the middle east operations of a family business through to the completion of its disposal in 2016. Alex currently works at an independent corporate finance advisory practice in London. Alex has worked as a non-executive director at S-Ventures plc and, until September 2024, as Senior Independent Director of Notting Hill Genesis, one of London’s largest registered housing providers. Alex has a BSc (Hons) in Economics with Politics from the University of Bristol.

 

QCA CODE​
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The Directors recognise the value and importance of high standards of corporate governance and from
Admission intend, given the Company’s size and the constitution of the Board, to comply with the
recommendations set out in the QCA Code (as updated in 2023). The QCA Code was devised by the
Quoted Companies Alliance, in conjunction with a number of significant institutional small company investors as an alternative corporate finance code applicable to AIM companies and has become a widely recognised benchmark for corporate governance of small and mid-size quoted companies, particularly AIM companies.

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Principle 1: Establish a business purpose and business model which promote long-term value
for Shareholders

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The Company’s business model, purpose and strategy has been set out as described in Part I – Letter
from the Non-Executive Chairman of the Admission Document.
The Directors believe that the Company’s business model, purpose and growth strategy will help to
promote long-term value for Shareholders, for which the Board intends to provide an update on strategy in
the Company’s future annual report and accounts.
The principal risks facing the Company have been set out in Part II – Risk Factors of the Admission Document,
which include potential risks to the Company’s growth and upside potential.
Post-Admission, the Directors will continue to take appropriate steps and measures in identifying risks and
undertake where applicable, any mitigating strategies necessary to manage these risks. This will include
any industry and business specific emerging risks as well as relevant legislation and regulatory potential
changes and corresponding risks.
 
Principle 2: Promote a corporate culture that is based on ethical values and behaviours
 
The Board recognises that its decisions regarding strategy and risk will impact the Company’s
corporate culture and that this could impact its potential performance.
The culture is set by the Board which is considered and discussed at meetings, knowing that the tone and
values it instils filters into all aspects of the Company and the way that its employees behave. The Board
promotes a culture of integrity, honesty, trust and respect and all employees of the Company are
expected to operate in an ethical manner in all of their internal and external dealings.
Post-Admission, the Directors will undertake regular reviews and audits in certain specific areas of risk,
including anti-bribery, cyber/data risk and whistleblowing. The Company also has a code for directors’
and employees’ dealings in securities which is in accordance with Rule 21 of the AIM Rules for Companies
and UK MAR.
The Directors believe that a long-term sustainable business model is essential for discharging the Board’s
responsibility to promote the success of the Company, its employees, shareholders and other all
stakeholders.
In considering the Company’s strategic plans for the future , the Directors will
proactively consider the potential impact of its decisions on all stakeholders within its business, in addition
to considering the broader environmental and social impact as well as the positive impact it can have in
which the Company operates.
The Company fully endorses the aims of the Modern Slavery Act 2015 and takes a zero-tolerance approach
to slavery and human trafficking within the Company and its suppliers.

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Principle 3: Seek to understand and meet Shareholder needs and expectations
 
The Board is committed to, and post-Admission actively encourage, effective relationships and
communication with Shareholders as well as seeking advice from its Beaumont Cornish (it is capacity as
Nomad to the Company) and Fortified Securities (in its capacity as broker to the Company).
All Shareholders are actively encouraged to participate in, and, if possible, attend, AGMs and general
meetings of the Company.
The Company will prepare annual report and accounts and a notice of AGM, which will be sent to all
Shareholders and will be available for download at http://tooruplc.com.
The Company will seek to maintain an active dialogue with Shareholders, who will be kept up to date with
its developments by way of announcements made through a regulated news service on matters of a
significant substance and/or a regulatory nature. Updates will be provided to the market from time to time,
including any financial information, and any expected deviations to market expectations will be announced
through a RIS.
The Board is keen to ensure that the voting decisions of Shareholders are reviewed and monitored, and the
Company intends to engage, as appropriate, with Shareholders who do not vote in favour of resolutions at
AGMs and general meetings of the Company. All contact details for investor relations shall be included on
the Company’s website.
 
Principle 4: Take into account wider stakeholder interests, including social and environmental
responsibilities and their implications for long-term success
 
The Company takes its corporate social responsibilities very seriously and will focus on maintaining effective
working relationships across a wide range of stakeholders including shareholders, employees, customers,
suppliers and universities. The Directors will maintain an ongoing and collaborative dialogue with such
stakeholders and take all feedback into consideration as part of the decision-making processes of the
business going forward.

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Principle 5: Embed effective risk management, internal controls and assurance activities
considering both opportunities and threats, throughout the organisation
 
The principal risks facing the Company are set out in the Admission Document. The Directors
will take appropriate steps to identify risks and undertake mitigating strategies in managing these risks
following the listing process. A review of these risks will be carried out at least on an annual basis,
commentary of which will be included in the Company’s annual report and accounts going forward.
The Board has overall responsibility for the determination of the Company’s risk management objective and
policies which will be overseen by the Audit, Risk & Disclosure Committee.
 
Principle 6: Establish and maintain the Board as a well-functioning, balanced team led by the
Chair

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Conditional on Admission, the Board will comprise the Chief Executive Officer, Chief Financial Officer, Chief
Digital Officer (CEO of Market Rocket), Non-Executive Chairman and two independent Non-Executive
Directors. 
The Board considers that it combines a blend of sector and market expertise, with an effective executive
management team and appropriate oversight by the Non-Executive Directors, as well as a highly
experienced Senior Management.
The Company is satisfied that the Board shall be sufficiently resourced to effectively discharge its governance
obligations on behalf of all its Shareholders and other stakeholders.
The QCA Code recommends that the Board should comprise a balance of executive and non-executive
directors, with at least two non-executive directors being independent. The QCA Code suggests that
independence is a board judgement, but where there are grounds to question the independence of a
director, through length of service or otherwise, this must be explained.
Neither of the proposed Non-Executive Directors is or has been an employee of the Company, has a
significant business relationship with the Company, or is a significant shareholder in the Company.
The Non-Executive Directors will participate in the
Company’s performance-related remuneration schemes which is a deviation from the QCA Code but the Company does not believe that this will affect their independence.
 
Principle 7: Maintain appropriate governance structures and ensure that individually and
collectively the directors have the necessary up-to-date experience, skills and capabilities
 
The Board will meet regularly, and processes are in place to ensure that each Director is, at all times, provided
with such information as is necessary to enable each Director to discharge their respective duties. The Board
is also supported by the Audit, Risk & Disclosure Committee, and the Remuneration Committee. Given the
current size of the Company, the Board does not consider there is a need for a separate nominations
committee.
This will be reviewed regularly and will be implemented when the Board considers there to be adequate
need for one. The Board will have the responsibility for reviewing the structure, size and composition of the
Board, give consideration to succession planning and review the leadership needs of the organisation until
it is deemed appropriate to appoint a nominations committee.
The Board has established two committees: Audit, Risk & Disclosure Committee and Remuneration
Committee, the terms of reference of which are available for download from the Company’s website at
http://tooruplc.com.
 
Principle 8: Evaluate board performance based on clear and relevant objectives, seeking
continuous improvement
 
The Directors will consider the effectiveness of the Board, Audit, Risk & Disclosure Committee, Remuneration
Committee, and the individual performance of each Director. The outcomes of performance will be described
in the Company’s annual report and accounts. The Board considers that the corporate governance policies
it has currently in place for Board performance reviews are commensurate with the Company’s size and
development stage.
 
Principle 9: Establish a remuneration policy which is supportive of long-term value creation and
the company’s purpose, strategy and culture
 
The Company believes that its remuneration structure for board members and senior managers is
appropriate for a company of its size and current development stage.
 
Principle 10: Communicate how the Company is governed and is performing by maintaining a
dialogue with Shareholders and other key stakeholders
 
Responses to the principles of the QCA Code and the information will be contained in the Company’s’s
annual report and accounts going forward as well as on its website, providing details to all stakeholders on
how the Company will be governed. The Board has the view that the Company’s annual report and accounts
as well as its half-year report are key communication channels through which progress in meeting the
Company’s objectives and updating its strategic targets can be given to Shareholders following Admission.
Additionally, the Board will use the AGMs as a mechanism to engage directly with Shareholders, to give
information and receive feedback about the Company and its progress.
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This information is reviewed annually and was last updated on 27 May 2025.

 

AUDIT, RISK & DISCLOSURE COMMITTEE

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The Audit, Risk & Disclosure Committee will have the primary responsibility of monitoring the quality of internal controls to ensure that the financial performance of the Company is properly measured and reported on. It will receive and review reports from the Company’s external auditors relating to the interim and annual accounts and the accounting and internal control systems in use within the Company. The Audit, Risk & Disclosure Committee will meet at least twice a year and will have unrestricted access to the Company’s external auditors. The terms of reference of the Audit, Risk & Disclosure Committee require that the members of the Audit, Risk & Disclosure Committee shall include only two members who will be Independent NonExecutive, preferably the chairman of the Audit, Risk & Disclosure Committee, shall have recent and relevant financial experience with competence in accounting and auditing. The Audit, Risk & Disclosure Committee will also enforce the Enlarged Group’s inside information policy and, in particular, assess whether information is ‘inside information’ and resolve queries about its materiality. For example, the Audit, Risk & Disclosure Committee will determine whether an announcement is required in respect of any such inside information and procure that such announcement is made as soon as possible in accordance with the provisions of the AIM Rules for Companies and UK MAR. The Audit, Risk & Disclosure Committee will meet regularly throughout the financial year and, in particular, during periods of heightened market sensitivity. The Directors will comply with Rule 21 of the AIM Rules for Companies relating to directors’ dealings and will take all reasonable steps to ensure compliance by the Company’s applicable employees. The Company has adopted and will operate a share dealing code for Directors and Company employees in accordance with the AIM Rules for Companies. Conditional on Admission, the Audit, Risk & Disclosure Committee shall comprise Nicholas Lee and Philip Haydn-Slater, with Nicholas Lee acting as Chair. The composition of the Audit, Risk & Disclosure Committee is consistent with the principles of the QCA Code.

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REMUNERATION COMMITTEE

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Remuneration Committee The Remuneration Committee will review the performance of the Directors and make recommendations to the Board on matters relating to their remuneration and terms of service. The Remuneration Committee will make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any employee share option scheme or equity incentive plans in operation from time to time. The members of the Remuneration Committee include only Independent Non-Executive Directors. Conditional on Admission, the Remuneration Committee shall comprise Philip Haydn-Slater and Alex Phillips, with Phillip Haydn-Slater acting as Chair. The composition of the Remuneration Committee is consistent with the principles of the QCA Code.

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ADVISERS​

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Nominated Adviser to the Company:

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Beaumont Cornish Limited

5-10 Bolton Street

London

W1J 8BA

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Joint Broker to the Company:

 

Fortified Securities (a trading name of Riverfort Global Capital Ltd)
162 Buckingham Palace Road
London

SW1W 9TR
United Kingdom
 

Joint Broker to the Company:

 

Shard Capital Partners LLP
6th Floor
51 Lime Street,
London

EC3M 7DQ
United Kingdom

 

Joint Broker to the Company:

 

Peterhouse Securities

3rd Floor

New Liverpool House

15-17 Eldon Street

London

EC2M 7LD

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Legal advisers to the Company:

 

Orrick, Herrington & Sutcliffe (UK) LLP
107 Cheapside
London

EC2V 6DN
United Kingdom

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Statutory auditors and reporting accountants to the Company:

 

PKF Littlejohn LLP

15 Westferry Circus

Canary Wharf

London

E14 4HD

United Kingdom

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Registrar:

 

Share Registrars Limited

The Millennium Centre

Crosby Way

Farnham

Surrey

GU9 7XX

2025 by TOORU Plc 

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