LONDON: The Board of Liontrust Asset Management, the independent active asset management group, has entered into a conditional sale and purchase agreement with River Global PLC to acquire the entire issued share capital of River Global Holdings Limited, the holding company for River Global PLC’s asset management business, for an all share consideration of £7.6 million representing the value for the business excluding the European Opportunities Trust (EOT) mandate plus an adjustment figure relating to the EOT mandate of up to £2.1 million in share consideration with details on how this is calculated given below.
The Proposed Acquisition is advantageous for Liontrust and RGH and each of the companies’ shareholders and clients. The highlights of the Proposed Acquisition and the reasons why it is compelling include:
· The Proposed Acquisition will further expand Liontrust’s investment talent, bringing experienced managers and proven processes
· RGH will provide complementary capabilities, investment styles and products, including value strategies, to meet client demand and extend sources of performance through the market cycle
· It will expand Liontrust’s range of strongly performing investment capabilities. Over one year, 88% of the RGH funds are in the first or second quartile of their respective sectors and over three years the comparable figure is 75%1
· The Proposed Acquisition will broaden Liontrust’s client base, including with new investment trusts and strategic partners. The strategic partners are delivering positive net inflows to RGH
· RGH will benefit from the sales and marketing strength of Liontrust to promote its strongly performing capabilities and being part of an asset manager with scale. The investment capabilities will move from the RGH to the Liontrust brand
· Martin Gilbert will join the Board of Directors of Liontrust at completion as a Non-executive Director, providing extensive knowledge of asset management and other sectors
· As the focus of the Proposed Acquisition is on investment capabilities, the integration will be expedited, with no disruption to Liontrust’s client base. The current Liontrust investment capabilities will not be impacted by the Proposed Acquisition
· RGH’s assets under management and advice (“AuMA“) were £2.7 billion as at 27 February 20262. The addition of this to Liontrust’s AuMA3 will take pro forma AuMA to £24.4 billion
· The Proposed Acquisition is expected to be accretive in the financial year ending 31 March 2027 and materially accretive in future years
· Through the distribution of Consideration and Adjustment Shares, by River Global PLC, their shareholders are expected to become shareholders in Liontrust. River Global PLC’s largest shareholders representing 22.3% have agreed to customary two-year lock up arrangements, becoming committed shareholders in Liontrust
John Ions, Chief Executive Officer of Liontrust, said:
“The acquisition of River Global is an important step forward for Liontrust. River Global’s investment capabilities are complementary to Liontrust’s established processes and funds and combining them will create a stronger and broader platform for future growth. The enlarged business will diversify products, performance and the client base.
River Global fund managers will benefit from Liontrust’s brand and distribution that will provide them with a broader route to market both in the UK and internationally. Clients will benefit from Liontrust’s market-leading service and the investment we have made in recent years in our operating model to ensure the integration is as smooth and quick as possible.
The appointment of Martin Gilbert as a Non-executive Director further strengthens the Board, and we believe that he will be able to bring Liontrust new global client relationships.”
Martin Gilbert, Executive Chair of River Global PLC, said:
“River Global and Liontrust are two highly complementary businesses and it makes perfect sense to bring them together.
River Global and its shareholders, clients and people will benefit immediately from becoming part of a wider group, with powerful distribution and marketing resources that will accelerate the inflows we are seeing into our funds as well as broader all-round growth opportunities.
Shareholders will benefit from the significant synergies this deal brings while our talented managers will fit well within Liontrust’s wider team.
I would like to thank the River Global team for all they have done over the past four years to develop the business and look forward to becoming a Non-executive Director on the Liontrust Board to be with them for the next stage of the journey.”
1 Source: Morningstar & Financial Express to 27 February 2026, bid to bid, total return, net of fees, based on primary share class or alternative where required.
2 Excludes AuMA related to EOT, where the board of EOT has initiated a strategic review as well as any mandates where clients have notified an intention to terminate or funds which are closing down.
3 Liontrust’s AuMA as at close of business on 27 February 2026 were £21.7 billion.
Overview of RGH
RGH specialises in long-only equities and offers a range of UK, Indian and Global strategies. RGH was formed by bringing together River & Mercantile Asset Management, SVM Asset Management and Saracen Fund Managers.
Strategic rationale
The Proposed Acquisition provides Liontrust with investment styles that it currently does not offer. By having complementary capabilities, including value, Liontrust will be able to meet more client demand and gain access to a broader part of the distribution market.
It will also tackle one of the challenges that has faced Liontrust over the past three years by diversifying performance in different market environments. For example, while the Liontrust European Dynamic Fund is 1st quartile in its IA sector over one and five years,4 some teams at Liontrust have faced headwinds due to quality and growth companies being out of favour. The additional complementary investment styles will create more balanced growth for Liontrust going forward.
The Proposed Acquisition will add further investment talent to Liontrust. RGH’s capabilities are managed by respected fund managers with long track records. RGH’s Global Income and Growth Fund is in the 1st quartile over one, three and five years; and the Global Recovery, UK Recovery and UK Listed Smaller Companies funds are in the 1st or 2nd quartiles of their respective sectors over one, three and five years.1
As well as adding scale in thematic Indian equities, Liontrust will also gain access to a physical investment presence in Asia for the first time through the team managing the India Capital Growth investment trust.
While RGH funds have delivered strong performance, they have not had the distribution to capitalise on this and grow the company’s AuMA. Liontrust’s strength in sales and marketing will provide the opportunity for distribution in the UK and internationally, to expand the client base in the years ahead, and to supply the same excellent levels of support to RGH’s clients as it has done for its own clients.
The Proposed Acquisition adds two investment trusts and new strategic partners, including Standard Life (formerly Phoenix Group) and Blevins Franks. George Ensor and his team were selected by Standard Life last year to manage the RGI Institutional UK Listed Smaller Companies Fund, which was launched in September 2025 with seed assets of £140 million. Strategic partners will provide opportunities to distribute Liontrust capabilities more widely in the UK and internationally.
The RGH fund managers have acknowledged the benefits of the Proposed Acquisition in expressing their enthusiasm and commitment in joining Liontrust. They are clear in the opportunity offered by Liontrust in terms of championing active management, providing a positive environment to enable managers to focus on investment and not be distracted by the running of the business, and the stronger brand, distribution and marketing that will benefit the managers, their capabilities and their clients.
Liontrust’s enhancement of its operating model and infrastructure in recent years, including implementing a new single, integrated front-office solution and outsourced trading, will ensure that the integration will be quick and efficient. The integration will also benefit from complementary initiatives and rationalisation by RGH in recent years.
The largest shareholders of River Global PLC are committed to a shared strategic vision for the combined group, as demonstrated by their decision to take Liontrust equity as consideration for the sale. Christopher Mills, a Non-executive Director of River Global PLC, Founder and Chief Executive Officer of Harwood Capital Management Group, a 16.8% shareholder of River Global A Ordinary Shares, has this morning publicly expressed his support for the transaction.
The Proposed Acquisition is consistent with Liontrust’s capital allocation policy announced last year, which stated that the Group would pursue selective inorganic growth opportunities. RGH is close to breakeven following a successful period of cost rationalisation. With further cost savings from integrating operations and support functions following completion, the Proposed Acquisition is expected to be EPS accretive in the first year, independent of AuMA growth assumptions.
The Liontrust Board believes that the Proposed Acquisition is in the best interests of Liontrust shareholders as a whole.
4 Source: Financial Express to 27 February 2026, bid to bid, total return, net of fees, based on primary share class.
Key terms of the Proposed Acquisition
Liontrust has agreed to acquire the entire issued share capital of RGH, the holding company for River Global PLC’s asset management business for at total consideration of up to £9.7 million (the “Consideration“) consisting of:
· £7.6 million for the RGH business, that is excluding the mandate for EOT, satisfied by the issue of 2,970,232 new ordinary shares of 1 pence each in the capital of the Company (“Liontrust Shares“) to River Global PLC, RGH’s sole shareholder, on completion; and
· Up to £2.1 million satisfied by the issue of up to 820,722 Liontrust Shares to River Global PLC, RGH’s sole shareholder or, subject to the number of Liontrust Shares to be issued being below an agreed threshold, at the sole discretion of the Company, in cash, on the transfer of assets from EOT to a new open-ended fund (“Successor Fund“) with a similar investment policy to EOT. The actual value of this contingent consideration will be calculated based on the expected annualised run rate net revenues of the Successor Fund
For the avoidance of doubt, the Proposed Acquisition does not include River Global PLC’s interests in the Parmenion fund platform business.
We expect that River Global PLC will distribute the Consideration Shares and any Adjustment Shares to River Global PLC A Ordinary Shareholders in the proportion that they own the A Ordinary Shares in due course. This demonstrates a commitment to the shared strategic vision of the combined business.
The Consideration Shares and any Adjustment Shares are to be issued at a price of 255.8723 pence per Ordinary Share, being the 30-day volume weighted average share price to 13 March 2026. The Consideration Shares and Adjustment Shares represent approximately 4.79% per cent and 1.32% percent respectively. of the share capital of Liontrust5, as enlarged by the Proposed Acquisition. The Consideration Shares and any Adjustment Shares issued to River Global PLC will be subject to a two-year lock-up agreement, with a carve out that allows the distribution of the Consideration Shares and any Adjustment Shares to River Global PLC’s A Ordinary Shareholders, with significant River Global PLC A Ordinary Shareholders, Harwood Capital LLP6, North Atlantic Smaller Companies Trust and Martin Gilbert (Executive Chairman of River Global PLC) also signing a two-year lock-up agreement. These significant shareholders have also agreed to vote in favour of the transaction in respect of their A ordinary shares, representing in aggregate 22.3% of River Global PLC’s issued share capital.
The Proposed Acquisition terms include downside protection linked to changes in RGH’s AuMA between signing and completion.
Completion of the Proposed Acquisition is subject to obtaining customary regulatory approvals, to the SPA in respect of the Proposed Acquisition becoming unconditional in all respects and not having been terminated in accordance with its terms prior to completion and the approval of the transaction by River Global PLC’s shareholders in accordance with the requirements of the AIM Rules of the London Stock Exchange.
Completion is expected to take place by 31 August 2026.
5 Liontrust’s issued share capital as at 13 March 2026 is 61,978,418 shares.
6 Christopher Mills, as Chief Executive and a member of Harwood Capital LLP, is deemed to have an interest in the River Global PLC A Ordinary Shares owned by various funds associated with Harwood Capital LLP. Christopher Mills is also a Non-executive Director of River Global PLC.
Financial rationale
As reported today, RGH’s management and advisory fee revenues to the end September 2025 were £11.5 million. However, the run rate revenues as at 27 February 2026 are £10.5 million7,8. Additionally through initiatives undertaken and following a successful period of cost rationalisation over the last 18 months, RGH is close to breakeven on a run rate basis. This is the framework used for calculation of the value of RGH excluding EOT.
Proposed Acquisition and subsequent integration of RGH will require the Company to incur transaction costs of approximately £1.0 million and re-organisation costs including costs associated with exiting legacy contracts of approximately £12.5 million which will be treated as exceptional items to be incurred in the financial years ending 31 March 2026 and 31 March 2027 with phasing skewed towards financial year ending 31 March 2027.
Liontrust has enhanced its operating model and infrastructure in recent years, including implementing a new single, integrated front-office solution and outsourced trading. This will ensure that the integration will be quick and efficient. The integration benefits from complementary initiatives and rationalisation by River Global PLC in recent years.
Following completion of the integration process, the Board expects RGH will, before transaction and re-organisation costs, achieve operating margins of around 50 percent delivering cost synergies of £7.5 million. Accordingly, we expect the Proposed Acquisition to be earnings enhancing with regards to our adjusted diluted earnings per share for the financial year ending 31 March 2027 and materially accretive in future years.
Liontrust was supported in its due diligence by Alpha Financial Markets Consulting UK Plc, the audit, tax and consultancy firm RSM, Walker Morris LLP and Macfarlanes LLP.
7 Source: RGH & Liontrust. The run rate management and advisory fee revenues calculated as daily average December 2025 to February 2026 net management and advisory fees collected or accrued, multiplied by 365 and then adjusted for the known losses.
8 Excludes management fee revenues for EOT.
Next steps
Completion of the Proposed Acquisition is subject to the satisfaction (or, where permitted, waiver) of certain conditions, including relevant regulatory approvals. The timing of the satisfaction of certain of the conditions to completion is therefore uncertain, but it is currently expected that completion will occur before the end of August 2026.
Share buyback programme
On 20 November 2025, we announced a share buyback programme of up to £10 million to be completed by end of June 2026. The Company appointed Panmure Liberum Limited (“Panmure Liberum“) to execute and manage the buyback and gave an irrevocable instruction to Panmure Liberum to make market purchases of Ordinary Shares on its behalf independently to the Company. The buyback is being conducted in accordance with Article 5(1) of Regulation (EU) No 596/2014. Notwithstanding the announcement of the Proposed Acquisition, there is no change to the buyback programme which continues as intended.