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
