Roebuck Food Group PLC
20 December 2024
THIS ANNOUNCEMENT AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE,
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PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION,
SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO
PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN ROEBUCK FOOD GROUP PLC OR ANY OTHER ENTITY IN ANY
JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS
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.
For immediate release
20 December 2024
ROEBUCK FOOD GROUP
PLC
Result of Placing and
Subscription
Introduction
Roebuck Food Group plc (AIM: RFG) a
group focused on growth and innovation within the food and
agribusiness sectors ("the
Company" or "Roebuck") is pleased to announce that,
further to the announcement made on 13 December 2024 (the
"Launch Announcement")
regarding the launch of a proposed placing of ordinary shares (the
"Placing") and related
subscription, to raise up to €8.51 million and follow-on
announcement ("Follow-on
Announcement") made earlier today regarding the potential to
increase the gross aggregate sum to €10m:
-
an aggregate of 27,424,073 new ordinary shares of €0.025 each
("Ordinary Shares") in the
capital of the Company (the "Placing Shares") have been successfully
placed by J & E Davy Unlimited Company ("Davy") at a price of 16 pence per
Placing Share (the "Placing
Price") to raise gross proceeds of approximately €5.3
million(1),
-
the Company
has received direct agreements to subscribe for 24,059,551 Ordinary
Shares ("the Subscription")
on identical terms as the Placing from certain investors unable to
participate in the Placing to raise gross proceeds of approximately
€4.7 million,
such that the fundraising from the
Placing and the Subscription ("the
Fundraising") is expected to raise gross proceeds of €10
millionNOTE 1.
Davy is acting as broker in
connection with the Placing.
Capitalised terms used in this
announcement ("this
Announcement") have the meanings given to them in the Launch
Announcement unless the context provides otherwise.
The
Placing and settlement
The Placing Shares and Subscription
Shares, when issued, will represent approximately 50.9% per cent.
of the Company's Ordinary Shares. The Placing Price of 16 pence per
share represents a discount of approximately 4.8% per cent. to the
closing mid-market price of 16 pence per Ordinary Share on 12
December 2024 (being the last date prior to the publication
of the Launch Announcement.
The Placing Shares and Subscription
Shares, when issued, will be fully paid and will rank pari passu in
all respects with the Existing Ordinary Shares, including the right
to receive all dividends and other distributions declared, made or
paid after the date of issue.
Application will be made for the
Placing Shares and Subscription Shares to be admitted to trading on
AIM ("Admission"). It is
expected that Admission will take place at or around 8.00 a.m. on
24 January 2025 and that dealings in the Placing Shares and
Subscription Shares on AIM will commence at the same
time.
The Placing and Subscription are
conditional upon, among other things, the passing of resolutions to
be proposed at an EGM of the Company and the Placing Agreement not
being terminated in accordance with its terms and admission of the
Placing Shares and Subscription Shares to trading on AIM
("Admission") becoming
effective. The date of the EGM has been set for 23 January
2025. A circular containing the notice of EGM is scheduled to be
posted on 23 December 2024.
Application will be made for
Admission. It is expected that Admission will take place at or
around 8.00 a.m. on 24 January 2025 and that dealings in the
Placing Shares and Subscription Shares on AIM will commence at the
same time
Participation by Directors and Management
Directors and management of the
Company have participated in the Fundraising by agreeing to invest
€210,176 to take up the following Ordinary Shares at the Placing
Price by way of subscription:
- Kieran
Mahon (Director and CEO):
257, 419Ordinary Shares
- Aidan
Hughes (Finance Director and Deputy
Chairman): 312,500 Ordinary
Shares
- Sean
Savage: (Non-executive
Director)
257,419,656 Ordinary Shares
- Justin
McCarthy:
(Executive)
257,419 Ordinary Shares
Total voting rights
Following Admission, the Company
will have a total of 101,143,944Ordinary Shares in issue.
With effect from Admission, this figure may be used by shareholders
as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change to their interest in the Company, under the Companies Act
2014 of Ireland.
The directors of the Company accept
responsibility for this announcement.
Enquiries:
Roebuck Food Group plc
Aidan Hughes, Deputy
Chairman
Telephone: + 44 1293 862 498
J & E Davy Unlimited Company
(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
Shares have been subject to a product approval process, which has
determined that such Placing Shares 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
Shares may decline and investors could lose all or part of their
investment; the Placing Shares 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 Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution
channels.
This Announcement, the Launch
Announcement and the Follow-on Announcement should be read in their
entirety.
In particular, you should read and
understand the information provided in Appendix 1 of the Launch
Announcement.