TIDMRFG
RNS Number : 4051S
Roebuck Food Group PLC
03 November 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES
AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
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 AMED. 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 AMED.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY
INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
For immediate release
3 November 2023
ROEBUCK FOOD GROUP PLC
Result of Placing and related 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 3 November 2023 (the "Launch Announcement")
regarding the launch of a proposed placing (the "Placing"), to
raise GBP2.5 million
- an aggregate of 15,740,738 new ordinary shares of EUR0.025
each ("Ordinary Shares") in the capital of the Company (the
"Placing Shares") have been successfully placed by Davy at a price
of 13.5 pence per Placing Share (the "Placing Price") to raise
gross proceeds of approximately GBP2.125 million;
- the Company has received direct subscriptions for 2,777,776
Ordinary Shares ("the Subscription") on identical terms as the
Placing from certain directors and companies connected with former
directors and employees unable to participate in the Placing to
raise gross proceeds of approximately GBP 0.375 million,
such that the fundraising from the Placing and the Subscription
("the Fundraising") will raise gross proceeds of GBP2.5
million.
Davy acted as broker ("Davy") 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, Subscription Shares and the Consideration
Shares, when issued, will represent approximately 37.3 per cent. of
the Company's Ordinary Shares. The Placing Price of 13.5 pence per
share represents a discount of approximately 10% per cent. to the
closing mid-market price of 15.0 pence per Ordinary Share on 2
November 2023 being the latest practicable 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 on or before 8.00 a.m. on 1
December 2023 and that dealings in the Placing Shares on AIM will
commence at the same time.
The Placing is 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 becoming effective. The date of the EGM has been set
for 30 November 2023. A circular containing the notice of EGM is
scheduled to be posted on 6 November 2023.
Directors' participation
Directors of the Company have participated in the Fundraising by
agreeing to take up the following Ordinary Shares at the Placing
Price:
In the Placing
-- Ted O'Neill: 1,777,777 Ordinary Shares
-- Kieran Mahon: 370,370 Ordinary Share
By way of Subscription
-- Aidan Hughes: 370,370 Ordinary Shares
-- Sean Savage: 370,370 Ordinary Shares
Plunket Matthews, Director of Townview Foods Ltd, a subsidiary
of the Company is participating in the Fundraising by way of
subscription for 740,740 Shares
Total voting rights
Following Admission, the Company will have a total of 49,700,002
Ordinary 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.
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 this 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 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 Appendix 1 of the Launch Announcement.
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END
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