REG - Roebuck Food Group - Completion of Investment

Roebuck FoodAnnouncement

07/02/2025 18:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250207:nRSG4212Wa&default-theme=true

RNS Number : 4212W  Roebuck Food Group PLC  07 February 2025

7 February 2025

ROEBUCK FOOD GROUP PLC

("Roebuck" or "the Company", AIM: RFG)

Completion of Investment in GlasPort Bio Limited and GlasPort Rumen Tech
Limited

On 13 December 2024, Roebuck Food Group plc (AIM: RFG) a group focused on
growth and innovation within the food and agribusiness sectors announced
conditional agreements:

-           to acquire a controlling interest of between 35-38.7% in
GlasPort Bio Limited ("GlasPort Bio"), with an option ("the Call 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");

("the Acquisitions").

On 20 December 2024, Roebuck announced that it was in advanced discussions
with GlasPort Bio and GlasPort Rumen Tech to agree to the Yield Lab investing
alongside Roebuck ("the Yield Lab Co-Investment") in the Acquisitions, and
that a non-binding term sheet had been signed by all parties.

Information as to the terms and conditions of the Acquisitions and the Call
Option and as to the discussions with Yield Lab were set out in the Company's
circular to shareholders of 23 December 2024, and resolutions approving the
Acquisitions and ancillary agreements, including the Call Option, were duly
passed at Roebuck's extraordinary general meeting held on 23 January 2025.

Roebuck is pleased to announce that the Acquisitions and Yield Lab
Co-Investment completed today, such that Roebuck now holds:

-           an interest of 37.31%, with board control, in the voting
shares of GlasPort Bio with an option to increase its holding to 82.32% of
voting shares, exercisable in the period from 18 months to 4 years from 7
February 2025 (the "Call Option Period"); and

-           an interest of 16% in the voting shares of GlasPort
Rumen Tech; and

The Yield Lab Europe Fund 1 LP ("Yield Lab Europe") now holds:

-           an interest of 6.22% in the voting shares of GlasPort
Bio with an option to increase its holding to 13.72% of voting shares,
exercisable, subject to certain restrictions, during the Call Option Period,
with a further option  ("the Put Option") to require Roebuck to acquire any
shares held by Yield Lab Europe; and

-           an interest of 4% in the voting shares of GlasPort Rumen
Tech.

The Put Option is conditional upon (i) Roebuck exercising its Call Option (in
whole or in part) and holding 70% or more of the issued ordinary shares in
GlasPort Bio and (ii) a takeover of Roebuck  having occurred or a mandatory
offer for Roebuck having been triggered.  Subject to satisfaction of those
conditions, the Put Option is exercisable during a period commencing one year
after such a takeover having occurred or mandatory offer having been
triggered, and expiring 7 years and 6 months after the expiry of the Call
Option Period. The price at which the Yield Lab Europe shares in GlasPort Bio
may be acquired by Roebuck pursuant to the Put Option will be the value
(without a minority shareholding discount) as agreed, or as may be determined
by an independent expert.

Justin McCarthy, a senior executive of Roebuck has left his former position in
the Company and has taken up the positions of Chief Executive of GlasPort Bio
and Executive Chairman of GlasPort Rumen Tech.  Independent corporate finance
adviser Tommy Conway and Roebuck Directors Aidan Hughes and Seán Savage have
joined the Board of GlasPort Bio as Roebuck nominees. Mr Conway has joined the
Board of GlasPort Rumen Tech as Roebuck Nominee.

Commenting on the completion of the transaction, Roebuck Chief Executive
Kieran Mahon stated:

"We are delighted to complete this important strategic investment in the
future of sustainable agriculture. The GlasPort companies have exceptional
talent and we look forward to working with them to develop and to
commercialise their leading technologies."

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 (Nomad)

Anthony Farrell                                   Telephone:
+ 353 1 679 6363

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  UPDPKOBKFBKDABK