Roebuck Food Group PLC
20 December 2024
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PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION
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SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO
PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
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DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF ROEBUCK FOOD
GROUP PLC
THE INFORMATION CONTAINED WITHIN
THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE
INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU)
NO. 596/2014 BOTH GENERALLY AND AS IT FORMS PART OF UK DOMESTIC LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY
INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
THE INFORMATION CONTAINED WITHIN
THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE
INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU)
NO. 596/2014 BOTH GENERALLY AND AS IT FORMS PART OF UK DOMESTIC LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS
AMENDED.
UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION
IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
For immediate release
20 December 2024
ROEBUCK
FOOD GROUP PLC
("Roebuck" or
"the Company", AIM: RFG)
Proposed
co-Investor along side Company's Investment
in GlasPort Bio Limited and GlasPort Rumen Tech Limited
Potential
increase in Fundraising
Announcement of 13 December 2024
Roebuck Food Group plc (AIM: RFG) a
group focused on growth and innovation within the food and
agribusiness sectors refers to its announcement ("the Launch Announcement") on 13
December 2024 of conditional agreements:
- to acquire
a controlling interest of between 35-38.7% in GlasPort Bio Limited
("GlasPort Bio"), with an
option to increase its holding to 94.47% of voting shares,
exercisable in the period from 18 months to 4 years following
completion; and
- to acquire
an interest of 13-16.7% in GlasPort Rumen Tech Limited
("GlasPort Rumen
Tech");
and its plan to raise to €8.5
million to fund these acquisitions by means of:
- a placing
of new Ordinary Shares to certain institutional, professional, and
other investors at a price per Ordinary Share to be established
pursuant to a Book Build exercise (the "Placing"); and
-
subscriptions for new Ordinary Shares from other investors at the
Fundraise Price (the "Subscription").
Discussions regarding co-investment
Roebuck announces that it is in
advanced discussions with GlasPort Bio and GlasPort Rumen Tech to
agree to The Yield Lab ("YL") investing alongside the Company in
the Company's planned acquisitions, and that a non-binding term
sheet has now been signed by all parties. YL is a leading
investment firm which invests in agrifood companies with
technologies focusing on crops, animal health, digital ag, and
logistics. If this transaction proceeds, YL's participation will be
by way of a €1 million investment in GlasPort Bio (by a combination
of purchase of existing shares and subscription for new ordinary
shares at a pre money valuation of €12m, on substantially the same
terms as the Roebuck investment) and a €250,000 investment in
GlasPort Rumen Tech at a pre money valuation of €5 million by way
of a subscription for new shares in the share capital of GlasPort
Rumen Tech for cash consideration. YL would also have the
right to participate in the call option.
Consequences of co-investment
If the agreement with the YL
proceeds, the profile of the transaction will change as
follows:
- Roebuck
will acquire a controlling interest of between 33.7% and 37.3% in
GlasPort Bio, with an option to increase its holding to 82.3% of
voting shares, exercisable in the period from 18 months to 4 years
following completion;
- YL can
acquire between 6.2% and 6.4% in GlasPort Bio, with a call option
to increase its holding to 13.7% of voting shares, exercisable in
the period from 18 months to 4 years following completion on the
same terms as the Roebuck call option;
- in the
event that YL do not wish to exercise its portion of the call
option, Roebuck may take up YL's portion;
- Roebuck
will acquire an interest of between 12.5% and 16.0% in GlasPort
Rumen Tech; and
- YL will
acquire an interest of between 4.0% and 4.2% in GlasPort Rumen
Tech.
The proposed co- investment will not
result in any reduction in the Company's investment in GlasPort Bio
and GlasPort Rumen Tech.
Increase in Fundraising
The Company has decided that if
demand for Company shares in the Placing and Subscription merits
it, it will increase the amount to be raised from a gross aggregate
sum of €8.5 million to a sum no greater than €10 million, with the
extra moneys thereby raised being retained for the working capital
and potential further complementary agtech acquisitions and/or
investments. While a number of such potential investments are being
appraised, none are currently at an advanced stage of
consideration.
Further information
A further announcement regarding the
potential co-investment and the Fundraising will be announced in
due course.
The directors of the Company accept
responsibility for this announcement.
Notes
This Announcement should be read in
its entirety. In particular, your attention is drawn to the
detailed terms and conditions of the Placing and further
information relating to the Book Build described in the Appendices
to this Announcement (which form part of the Launch
Announcement).
By choosing to participate in the
Placing and by making an oral and legally binding offer to acquire
Placing Securities, investors will be deemed to have read and
understood this Announcement and the Launch Announcement in its
entirety (including the Appendices), and to be making such offer on
the terms and subject to the conditions of the Placing contained
herein, and to be providing the representations, warranties and
acknowledgements contained in the Appendices.
Enquiries:
Roebuck Food Group plc
Aidan Hughes, Deputy
Chairman
Telephone: + 44 1293 862 498
J & E Davy (Broker)
Anthony
Farrell
Telephone: + 353 1 679 6363
Niall
Gilchrist
Telephone:
+ 353 1 614 2878
Davy, which is authorised and
regulated in Ireland by the Central Bank of Ireland, is acting as
the Company's nominated adviser (under the AIM Rules) and broker to
the Company. Davy will not be responsible to any person other than
the Company for providing the protections afforded to clients of
Davy or for providing advice to any other person in connection with
the Placing. Davy accepts no liability whatsoever for the accuracy
of any information or opinions contained in this Announcement or
for the omission of any material information, for which it is not
responsible. Davy has not authorised the contents of, or any part
of, this Announcement and no liability whatsoever is accepted by
Davy for the accuracy of any information.
Information to Distributors
Solely for the purposes of the
product governance requirements contained within (a) EU Directive
2014/65/EU on markets in financial instruments, as amended
("MiFID II"); (b) Articles
9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; (c) local implementing measures; (d) the
foregoing as they form part of the law of the United Kingdom by
virtue of the UK European Union (Withdrawal) Act 2018 (together,
the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Securities have been subject to a product approval process, which
has determined that such Placing Securities are: (i) compatible
with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market
Assessment").
Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing
Securities may decline and investors could lose all or part of
their investment; the Placing Securities offer no guaranteed income
and no capital protection; and an investment in the Placing
Securities is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Bookrunner will only procure investors who meet the
criteria of professional clients and eligible counterparties or who
are Relevant Persons, as that term is defined in Appendix 1 of the
Launch Announcement.
For the avoidance of doubt, the
Target Market Assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b)
a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect
to the Placing Securities. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Placing Securities and determining appropriate distribution
channels.
This Announcement and the Launch
Announcement should be read in their entirety.
In particular, you should read and
understand the information provided in Appendix 1 of the Launch
Announcement.