REG - Roebuck Food Group - Result of Placing and Subscription

Roebuck FoodAnnouncement

20/12/2024 18:30

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RNS Number : 0155R  Roebuck Food Group PLC  20 December 2024

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.

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
€8.5(1) 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 million(NOTE 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.

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