Tooru (TOO) has agreed to sell its entire shareholding in Mindflair to chief executive Scott Livingston for £193,409, as the company continues to streamline its portfolio and focus capital on its core health and wellness operations.
The disposal comprises 42,979,737 Mindflair shares at 0.45 pence per share, a premium to the current mid-market price of 0.43 pence per share. Tooru said the investment was a non-core asset and that the proceeds would be better deployed across its key operating businesses.
Under the agreement, Livingston has committed not to sell the acquired Mindflair shares for at least the next 12 months.
As Livingston is both a director and substantial shareholder of Tooru, the transaction is classified as a related party transaction under AIM Rule 13. Meanwhile, non-executive director Nicholas Lee was excluded from the board's consideration of the deal due to his position as a director of Mindflair.
The independent directors - Stephen Argent, Philip Haydn-Slater and Alexander Phillips - concluded, after consulting nominated adviser Beaumont Cornish, that the terms of the transaction are fair and reasonable for shareholders.
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The disposal is a modest but sensible step as Tooru continues to sharpen its strategic focus. While the proceeds are relatively small, redirecting capital from a passive investment into its branded health and wellness businesses supports management's stated objective of concentrating resources on areas with greater operational and growth potential.