Roebuck Food Group PLC

20 December 2024

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 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.

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.