Tertre Rouge Assets PLC (LSE:TRA) entered non-binding heads of terms to acquire The Run To Group Limited from one corporate entity and the founders for £4.6 million on July 27, 2023. In addition to the Run To Purchase Price, the Founders will participate in an EBIT performance bonus of up to an aggregate £3 million, payable by the Company over three financial years (2024, 2025 and 2026) which is structured to reward them if the Target's operating company, being The Run To Global Limited (the "OpCo"), achieves forecast earnings before interest and tax ("EBIT") of £900k (in 2024), £1.1 million (in 2025) and £1.3 million (in 2026) (the "EBIT Performance Bonus"). The EBIT Performance Bonus is payable in equal amounts to each Founder and is payable, subject to the relevant performance milestones being satisfied, in addition to the Run To Purchase Price. In addition to the Run To Purchase Price and the EBIT Performance Bonus, on completion of the Proposed Acquisition ("Completion"), the Company intends to allot and issue to each of the Founders 150,000 ordinary shares in the capital of TRA ("TRA Shares") and further intends to allot and issue to each of two staff members of the OpCo 50,000 TRA Shares. The Founders will remain employed by the OpCo following Completion and it is intended that the two staff members remain employed by the OpCo following Completion. In conjunction with the Proposed Acquisition, the Company will undertake an equity financing to raise up to £50 million (the "Placing") to pay the cash consideration comprised of
the Run To Purchase Price and the Car Assets Purchase Price, and to fund the working capital requirements of the enlarged group. The Proposed Acquisition is conditional on, amongst other things: obtaining the necessary regulatory approvals of the FCA; the satisfactory completion, by each of the parties, of legal, financial and commercial due diligence; the parties agreeing, signing and exchanging a legally binding SPA; Admission; and the Placing. It is currently expected that should the Proposed Acquisition proceed, the prospectus will be published, and the Proposed Acquisition will complete, during Q4 2023. In a related transaction, the company also entered non-binding heads of terms to acquire certain car assets.

Tertre Rouge Assets PLC (LSE:TRA) cancelled the acquisition of The Run To Group Limited from one corporate entity and the founders on July 15, 2024.