RNS Number:3482P
Real Good Food Company Plc (The)
27 July 2005
For immediate release
Part 1 of 2
Not for release, publication or distribution in or into or from the United
States, Canada,
Australia, the Republic of Ireland or Japan
27 July 2005
The Real Good Food Company plc
Recommended all share offer for Napier Brown Foods Plc to be made by
Numis Securities Limited on behalf of The Real Good Food Company plc.
Summary
* The boards of NBF and RGFC are pleased to announce the terms of a
recommended all share offer for the whole of the issued and to be
issued share capital of NBF.
* The Offer will be 1.6236 RGFC Shares for every NBF Share. On this
basis, the Offer values each NBF share at approximately 220 pence
and the entire existing issued and to be issued ordinary share capital of NBF
(assuming full exercise of the options and warrants granted under the NBF Share
Option Schemes) at approximately #67.74 million, based on the Closing Price of
135.5 pence per RGFC Share on 26 July 2005, the last dealing day prior to the
date of this announcement.
* The Offer represents a premium of (i) approximately 26.44 per cent.
over the Closing Price of 174 pence per NBF Share on 17 June 2005, the
last dealing day prior to the date on which RGFC announced that it was
in discussions with NBF concerning a potential offer for NBF and (ii)
approximately 22.22 per cent. over the Closing Price of 180 pence per NBF Share
on 7 March 2005, the last dealing day prior to the announcement by NBF that it
had received a proposal regarding a possible offer for NBF.
* In view of its size the Offer is conditional, inter alia, on the
approval of RGFC Shareholders at an extraordinary general meeting
to be convened shortly.
* Shareholder approval of the Offer is also necessary in order to
obtain from the Panel dispensation from the requirement for NB.
Ingredients to make a mandatory offer for the Company pursuant to Rule 9 of the
Code.
* The RGFC Directors, who have been so advised by Numis Securities
Limited, believe that both the terms of the Offer and the waiver of
the Rule 9 obligation are fair and reasonable and in the best interests of the
Company and the Shareholders. Accordingly, the RGFC Directors will be
unanimously recommending that shareholders vote in favour of the Offer and in
favour of the waiver of the Rule 9 obligation as they have irrevocably
undertaken to do in respect of their aggregate shareholdings of 2,500,000
Existing Ordinary Shares, representing approximately 17.74 per cent. of the
Existing Ordinary Shares.
* The NBF Independent Directors, who have been so advised by John
East & Partners Limited, consider the terms of the Offer to be
fair and reasonable. In providing advice to the NBF Independent Directors, John
East & Partners Limited has taken account of the NBF Independent Directors'
commercial assessments.
* Accordingly, the NBF Independent Directors will be unanimously
recommending that NBF Shareholders accept the Offer as they have
irrevocably undertaken to do so in respect of their own aggregate beneficial
interest in NBF (comprising, in aggregate, 209,092 NBF Shares and representing
approximately 0.74 per cent. of the existing issued ordinary share capital of
NBF). Such undertakings will cease to be binding in the event of a higher
competing offer, or if the Offer lapses or is withdrawn.
* Patrick Ridgwell and NB. Ingredients Limited have given irrevocable
undertakings to accept the Offer in respect of their entire beneficial
holdings of 13,736,361 NBF Shares, representing 48.63 per cent. of
the issued share capital of NBF. Such undertakings will cease to be binding only
if the Offer lapses or is withdrawn.
* Furthermore, Agman Holdings Limited have given an irrevocable
undertaking to accept the Offer in respect of their entire
beneficial holding of 2,790,697 NBF Shares, representing 9.88 per cent. of the
issued share capital of NBF. Such undertaking will cease in the event of a
higher competing offer, or if the Offer lapses or is withdrawn.
* In addition, RGFC has also received irrevocable undertakings to
accept the Offer from certain other shareholders (details of
which are set out in Part 2) in respect of their entire holdings of, in
aggregate, 4,161,230 NBF Shares, representing approximately 14.73 per cent. of
NBF's existing issued ordinary share capital. Such undertakings will cease to be
binding only if the Offer lapses or is withdrawn.
* In aggregate, RGFC has received irrevocable undertakings to accept
the Offer in respect of 20,897,380 NBF Shares, representing approximately
73.98 per cent. of NBF's existing issued ordinary share capital.
* The formal documentation relating to the Offer is expected to be
despatched to NBF Shareholders (other than certain Overseas Shareholders)
shortly.
* Commenting on the Offer, Jeremy Hamer, the Senior Independent
Director of NBF said:
"Since the Company's admission to AIM in December 2003, it has
been the Board's intention to seek to broaden the Company's base into value
added areas within the food industry. This offer follows our stated strategy and
enables Napier Brown Foods Shareholders to hold shares in a broader based food
group."
* Commenting on the Offer, Pieter Totte, Non-executive Chairman of RGFC
said:
"I am delighted to announce the recommended offer for Napier Brown Foods plc.
This transaction will significantly increase our critical mass and will provide
us with the opportunity to build The Real Good Food Company plc into a major
force in the food sector in the years ahead"
This summary should be read in conjunction with the full text of the following
announcement. Appendix II contains the sources and bases for certain information
set out in this announcement. Appendix III to this announcement contains
definitions of certain expressions used in this summary and in this
announcement.
Enquiries:
Andrew Dawber
Nick Westlake
Numis Securities Limited Tel: 020 7776 1500
(Financial Adviser to RGFC)
Simon Clements
David Worlidge
John East & Partners Limited Tel: 020 7628 2200
(Financial Adviser to NBF)
Emma Kane
Duncan McCormick
Redleaf Communications Ltd Tel: 020 7955 1410
(PR Adviser to RGFC)
Numis Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for RGFC and
no one else in connection with the Offer and will not be responsible to anyone
other than RGFC for providing the protections afforded to clients of Numis
Securities Limited nor for providing advice in relation to the Offer or in
relation to the contents of this announcement or any transaction or arrangement
referred to herein.
John East & Partners Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for NBF and
no one else in connection with the Offer and will not be responsible to anyone
other than NBF for providing the protections afforded to clients of John East &
Partners Limited nor for providing advice in relation to the Offer or in
relation to the contents of this announcement or any transaction or arrangement
referred to herein.
The Offer will not be made, directly or indirectly, and this announcement should
not be sent, in or into or from the United States, Canada, Australia, Republic
of Ireland or Japan or by use of the mails or by any means or instrumentality
(including, without limitation, telephonically or electronically) of interstate
or foreign commerce of, or any facilities of a national securities exchange of,
any of these jurisdictions and doing so may render invalid any purported
acceptance of the Offer. Accordingly, copies of this announcement and any other
document relating to the Offer are not being, and must not be, mailed or
otherwise distributed or sent in or into the United States, Canada, Australia,
Republic of Ireland or Japan. Any person (including, without limitation,
custodians, nominees and trustees) who may have contractual or legal
obligations, or may otherwise intend, to forward this announcement to any
jurisdiction outside the United Kingdom should read the relevant provisions of
the Offer Document before taking any action.
The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions in which they are located.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements.
This announcement is not intended to and does not constitute, or form part of,
an offer or any solicitation of an offer or an invitation to purchase any
securities.
The Offer will be subject to the City Code. Under the rules of the City Code,
there are certain dealing disclosure requirements which apply in respect of
dealings in relevant securities during an offer period. An offer period was
deemed to have commenced by virtue of the announcement on 8 March 2005 that NBF
had received a proposal regarding a possible offer for NBF. As a result, any
person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
securities of RGFC or NBF, owns or controls, or becomes the owner or controller,
directly or indirectly of one per cent. or more of any class of securities of
RGFC or NBF is generally required under the provisions of Rule 8 of the City
Code to notify a Regulatory Information Service and the Panel of every dealing
in such securities until such time as the offer period ends for the purposes of
the City Code. If required, any disclosures should be made on an appropriate
form by no later than 12 noon London time on the business day following the date
of the dealing transaction. These disclosures should be sent to a Regulatory
Information Service with a copy sent (by fax or email) to the Panel (fax number
+44 (0)20 7236 7013, email: monitoring@disclosure.org.uk).
This announcement contains certain statements that are or may be
forward-looking. These statements typically contain words such as "intends", "
expects", "anticipates", "estimates" and words of similar import. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, factors identified
elsewhere in this announcement as well as the following possibilities: future
revenues are lower than expected; costs of difficulties relating to the
integration of the businesses of RGFC and NBF, or of other future acquisitions,
are greater than expected; expected cost savings from the transaction or from
other future acquisitions are not fully realised or not realised within the
expected time frame; competitive pressures in the industry increase; general
economic conditions or conditions affecting the relevant industries, whether
internationally or in the places where RGFC and NBF do business, are less
favourable than expected; and/or conditions in the securities market are less
favourable than expected.
Part 2 of 2
Not for release, publication or distribution in or into or from the United
States, Canada,
Australia, Republic of Ireland or Japan
FOR IMMEDIATE RELEASE
27 July 2005
The Real Good Food Company plc
Recommended all share offer for Napier Brown Foods Plc to be made by Numis
Securities Limited on behalf of The Real Good Food Company plc.
* The Offer will be 1.6236 RGFC Shares for every NBF Share.
* RGFC has received undertakings to accept the Offer in respect
of approximately 20,897,380 NBF Shares, representing approximately 73.98
per cent., in aggregate, of the existing issued ordinary share capital of NBF.
Undertakings in respect of 17,897,591 NBF Shares, representing 63.36 per cent.,
in aggregate, of the existing issued ordinary share capital of NBF will cease to
be binding only if the Offer lapses or is withdrawn. Undertakings in respect of
2,999,789 NBF Shares, representing 10.62 per cent., in aggregate, of the
existing issued ordinary share capital of NBF cease in the event of a higher
competing offer, or if the Offer lapses or is withdrawn.
1. Introduction
The boards of RGFC and NBF are pleased to announce a recommended all share
offer, to be made by Numis Securities Limited for and on behalf of RGFC, to
acquire the entire issued and to be issued share capital of NBF.
2. Terms of the Offer
The Offer, which will be made on the terms and subject to the conditions set out
below and in Appendix 1 to this announcement, and subject to the further terms
to be set out in the Offer Document and in the Form of Acceptance, will be made
on the following basis:
for every NBF Share 1.6236 New RGFC Shares
The Offer values each NBF Share at 220 pence, based on the Closing Price of
135.5 pence per RGFC Share on 26 July 2005, the last dealing day prior to the
announcement of the Offer and values the whole of NBF's existing issued share
capital at approximately #67.74 million.
On the same basis, the Offer represents:
* a premium of approximately 22.22 per cent. to the Closing Price of
180 pence per NBF Share on 7 March 2005 (the last dealing day before NBF's
announcement that it was in talks regarding a possible offer for NBF);
* a premium of approximately 26.44 per cent. to the Closing Price of 174
pence per NBF Share on 17 June 2005 (the last dealing day prior to the
date on which RGFC announced that it was in discussions with NBF concerning
a potential offer for NBF); and
* a price in excess of any Closing Price per NBF Share since it joined AIM
on 18 December 2003.
The Offer extends to all NBF Shares unconditionally allotted or issued and fully
paid on the date of the Offer. The Offer also extends to any NBF Shares which
are unconditionally allotted or issued and fully paid while the Offer remains
open for acceptance (or by such earlier date as RGFC may, subject to the City
Code or with the consent of the Panel, determine) including any NBF Shares which
are so unconditionally allotted or issued and fully paid pursuant to the
exercise of rights granted under the NBF Share Option Schemes.
The NBF Shares will be acquired free from all liens, charges and encumbrances
and together with all rights now and here-after attaching thereto including the
right to receive and retain all dividends and other distribution declared, made
or paid after 26 July, 2005 other than the right to receive and retain the
second interim dividend of 2p per NBF Share payable on 31 August 2005.
Fractions of New RGFC Shares will not be issued to Accepting NBF Shareholders.
Accepting NBF Shareholders will be issued with whole numbers of New RGFC Shares,
with any fractional entitlements rounded down to the nearest whole New RGFC
Share.
3. Background to and reasons for the Offer
RGFC was established to build, through acquisition and organic growth, a food
group with a spread of activity across the retail, food services and industrial
sectors of the food market.
It has also been the stated aim of the NBF Board to seek to diversify into other
growth areas in the food industry away from NBF's traditional product base.
The Offer will provide the Enlarged Group with critical mass, reduce operational
risk as it will dilute the exposure to reliance upon key customers or particular
product ranges and enable both companies to achieve their stated strategic
goals.
4. Irrevocable undertakings to accept the Offer
RGFC has received irrevocable undertakings from Patrick Ridgwell, non-executive
Chairman, and NB. Ingredients Limited, a company in which Patrick Ridgwell and
Anthony Ridgwell are interested, to accept, or to procure the acceptance of, the
Offer in respect of their entire beneficial holdings of 13,736,361 NBF Shares
representing, in aggregate, approximately 48.63 per cent. of the existing issued
share capital of NBF. Such undertakings will cease to be binding only if the
Offer lapses or is withdrawn.
In addition, RGFC has received irrevocable undertakings from the NBF Independent
Directors to accept, or to procure the acceptance of, the Offer in respect of
their entire beneficial holdings of 209,092 NBF Shares, representing, in
aggregate, approximately 0.74 per cent. of the existing issued share capital of
NBF. Such undertakings will cease to be binding in the event of the announcement
of a higher competing offer, or if the Offer lapses or is withdrawn.
RGFC has also received irrevocable undertakings to accept the Offer from certain
other shareholders in respect of their entire holdings of, in aggregate,
6,951,927 NBF Shares, representing approximately 24.62 per cent. of NBF's
existing issued ordinary share capital. Further details are set out below.
Shareholder Number of NBF Shares % of existing issued share capital
of NBF
Agman Holdings Limited* 2,790,697 9.88
Rathbone Nominees Limited 803,409 2.84
Rathbone Income and Growth Fund 272,727 0.97
Rathbone Smaller Companies Fund 363,637 1.28
Rathbone Special Situations Fund 454,545 1.61
Rathbone Spenser Fund 72,727 0.26
Citygate Nominees 923,635 3.27
Brewin Dolphin Securities Ltd. 644,890 2.28
JM Finn Nominees Limited 140,600 0.50
David Reynolds 153,485 0.54
Marcus Reynolds 149,985 0.53
P Reynolds 39,700 0.14
C Reynolds 32,000 0.11
Kate Reynolds 15,950 0.05
Charles and Kate Reynolds 3,940 0.01
Weighbridge Trust Limited as 90,000 0.32
trustees of the Rowan Trust
The undertaking marked with an * relate to a beneficial holding of shares and
will cease to be binding in the event of a higher or competing offer, or if the
Offer lapses or is withdrawn. All other undertakings will cease to be binding
only if the Offer lapses or is withdrawn.
5. The Offer for Subscription
RGFC has raised approximately #5.1 million, before expenses, under the Offer for
Subscription, which is conditional upon the Offer becoming or being declared
unconditional in all respects.
6. Information on RGFC
RGFC was established to build, through acquisition and organic growth, a food
group focusing on the supply of a range of chilled, frozen and ambient products
to food retailers, the food services market and industrial customers.
The Directors seek to integrate businesses acquired into existing group
operations to achieve operational improvements, so that trading margins and
profitability are enhanced and also to exploit cross selling opportunities
within the Group's customer base.
Its current trading divisions are:
Haydens Bakeries
Haydens Bakeries supplies and produces high value bakery products and desserts
with strong production skills in hand finishing, laminated yeasted dough
products, and utilising quality fresh fruit in those products sold to grocery
retail customers ("Haydens Bakeries"). The business operates from a 6,721m(2)
factory in Devizes, Wiltshire and employs approximately 300 people.
Five Star Fish
Five Star Fish supplies value-added, prepared frozen fish to the food service
sector ("Five Star Fish"). The business is based in Grimsby, Lincolnshire and
delivers to over 100 customers nationwide and employs approximately 200 people.
Seriously Scrumptious
Seriously Scrumptious is engaged in high quality cake manufacturing and
individual portion bakery products for the retail and food service sectors.
These products are produced at the Devizes factory ("Seriously Scrumptious").
Detailed financial information on RGFC for the accounting period from
incorporation until 31 December 2004 will be set out in the Offer Document which
will be despatched to NBF Shareholders shortly. The summarised historical
results of RGFC set out below have been extracted from the audited consolidated
accounts of RGFC:
16 months 7 months
ended ended
31 December 31 August
2004 2003
#'000 #'000
Turnover 44,608 3,723
Gross profit/operating income 12,782 873
Exceptional items and loss on disposal
of discontinued operation
(net of tax) (1,712) -
Goodwill amortisation and impairment (666) (6)
Net interest charge (435) (13)
Loss before taxation (2,803) (232)
Taxation 973 -
Loss attributable to shareholders (1,830) (232)
Total assets 34,506 7,431
Net current liabilities (3,215) (1,280)
Net debt (9,007) (512)
Shareholders' funds 11,863 1,176
Loss per ordinary share (16.7p) (7.4p)
Earnings/(Loss) per ordinary share
before goodwill amortisation,
impairment and exceptional items 5.0p (7.2p)
7. Information on NBF
NBF is the holding company of a group of companies which is focussed on the
supply of sugar, value-added sugar and nut products and dairy powders and
associated food products. NBF trades through its subsidiary, Napier Brown &
Company which, in turn, operates the businesses of each of its (now dormant)
subsidiaries, Garrett, Sefcol and James Budgett, together with the business
acquired from Renshaw Scott, in two trading divisions, the Ingredients and
Renshaw divisions.
Napier Brown & Company, including the James Budgett business is the largest
independent, non-refining, distributor of sugar in the UK. It also supplies
sugar, dairy products, blends and associated ingredients to the food industry.
Through its Renshaw division, it is a supplier of value-added sugar and nut
products. The Renshaw Scott business, part of the Renshaw division, is the UK's
leading manufacturer of marzipans, for the retail and industrial sectors and
also a manufacturer of ready to roll icings, baking chocolate and jam to the
industrial sector.
The NBF Group's administrative headquarters is based in St Katharine's Dock on
the edge of the City of London.
Napier Brown & Company's Ingredients division operates from a freehold factory
and rented warehouse space in Normanton, near Leeds, where it mills, sieves and
packs brown and white sugars and provides a blending facility for the Group and
its customers and from a sales office in Thornbury (ex Garrett).
The Renshaw division operates from Runcorn, Cheshire, where it manufactures its
range of products from a freehold factory with associated warehousing and the
Renshaw Scott business operates from two factories in Liverpool and Carluke,
Scotland.
Detailed financial information on NBF for the three financial periods ended 3
April 2005 will be set out in the Offer Document which will be despatched to NBF
Shareholders shortly. The summarised historical results of NBF set out below
have been extracted from financial information which will be set out in the
Offer Document.
53 week period ended Year ended Year ended
3 April 28 March 31 March
2005 2004 2003
#'000 #'000 #'000
Turnover 269,985 194,256 185,397
Gross Profit 18,407 13,922 12,845
Gross Margin % 6.8% 7.2% 6.9%
Operating Profit 5,951 667 4,757
Operating Margin % 2.2% 0.3% 2.6%
8. Current Trading and Prospects
RGFC
Overall sales levels and operating profit across the RGFC Group are in line with
the RGFC Directors' expectations for the first six months of 2005. Both of the
RGFC Group's principal businesses, Haydens Bakeries and Five Star Fish, are
trading well above the same period a year ago and their gross margins have
improved in comparison with the same period in 2004.
On 27 May 2005, the Company announced the closure of its Coolfresh Distribution
business due to unsuccessful discussions in relation to a possible acquisition
in this sector and the business having a negative cash effect on the RGFC Group.
The production unit ceased substantive production in early June and is due to
vacate the site at the end of July 2005.
A wide range of new product development activity is in place with the RGFC
Group's major customers which the Board expect to give rise to a significant
uplift in volumes in the second half of the year.*
Haydens Bakeries revenues for the first six months of the year are up 17 per
cent. on last year, with profits generated versus losses in the first half of
the year. Product development programmes continues to deliver new listings and a
major re-launch of their cream cake range has already been implemented for
Waitrose in May. New customer listings have been secured with Budgens and plans
are in place for new launches to new customers in the Autumn. Capital investment
on the new frying line will increase capacity and efficiency at the end of the
year. With the restructuring of the senior management team now virtually
complete, the business has decided to integrate the Seriously Scrumptious
commercial and operation functions into the spare capacity at the Haydens
Bakeries site. As a consequence the Glastonbury site will close during the
summer, with the company seeking to re-assign the lease.
Whilst the foodservice market remains slow, reflecting the downturn in consumer
spending, Five Star Fish's commitment to product development and excellent
customer service puts the business in a strong position to increase market
share. Revenues for the first six months of the year are 13 per cent. up on the
same period last year, which were the highest ever achieved, with a positive
trend into higher added value product ranges and an increasingly broader
customer base.
The Board believe that the underlying performance of its two principal business
units, Haydens Bakeries and Five Star Fish, is strong and both are performing
well in their respective market places.
(* Note: This statement does not constitute a profit forecast nor should it be
interpreted to mean that future earnings per RGFC Share following the Offer
becoming or being declared unconditional in all respects will necessarily match
or exceed historical earnings per RGFC Share.)
NBF
The following is extracted from the Chairman's statement which forms part of the
audited preliminary results for the 53 week period ended 3 April 2005 as
announced today:
"It gives me great pleasure to present the group's first set of full year
results for the 53 week period ended 3 April 2005.
We have had a busy year and, as I reported in the interim statement, much has
been achieved.
The integration of the three companies purchased at the time of the flotation in
to Napier Brown & Company ("NBC") was completed at the end of last year and
therefore these results include a full year of trading as one company. The
benefits of the integration are continuing to accrue as the businesses work more
closely together selling a broader range of products across a larger customer
base.
This was followed by the acquisition of James Budgett Sugars Limited ("JBS") on
7 July 2004 for #17.4 million. JBS has been a supplier of sugar in the UK since
1857 and its addition to the group expands our sugar operations. At the time of
the interim report I reported that we had planned to integrate JBS into NBC
immediately but this plan was delayed by the decision of the Office of Fair
Trading to refer the merger to the Competition Commission. I am pleased to
report that, in March 2005, the Competition Commission allowed us to continue
with our acquisition of JBS. Following the announcement, we have within a very
short space of time, closed all of JBS's operations and integrated them into the
Ingredients division of NBC. As previously announced, the delay in integrating
JBS has resulted in additional administrative costs of #0.6 million in the year
under review.
On 2 September 2004, the Company acquired the trade and certain assets of
Renshaw Scott Limited ("Renshaw"), which has two manufacturing sites, Liverpool
and Carluke. At the Liverpool site the company manufactures icings and marzipan
for the baking industry. These operations were very similar to those performed
at our Runcorn production site and on 30 September 2004 we announced that the
majority of the Runcorn site would be closed, leaving only nut production in a
dedicated plant, while all manufacturing of icings and marzipan would be
transferred to the Liverpool site. The transfer of the Runcorn business was in
accordance with the Board's action plan and all production has now been
transferred to the Liverpool site. The freehold manufacturing units at Runcorn,
which previously housed those activities that have now been moved to the
Liverpool site, is currently being actively marketed and a number of parties
have shown interest. The Board have received an offer of #2.2 million for these
units. As a result of bringing together the two businesses at the Liverpool site
the Board expects significant production efficiencies to emerge over the coming
12-18 months.
The Carluke site manufactures baking chocolate and retail jams and remains a
standalone production unit. Greater focus has been given to the site since our
acquisition and I look forward to reporting increased levels of business from
this site together with the launch of new product ranges in my next statement.
Following the acquisition of Renshaw we have formed two divisions within NBC,
the Ingredients and Renshaw divisions, both of which work closely together. The
creation of two divisions is for operational purposes only. We continue to have
one business activity being the supply of sugar related products to the food
industry.
I am delighted to propose a second interim dividend of 2 pence per share which
will be payable on 31 August 2005, to those shareholders on the register on 5
August 2005. This will bring the total dividend payable for the year to 3 pence
per share which is in line with our stated policy (based on the Company's
normalised profit) at the time the Company was admitted to trading on AIM.
Trading Results
The trading results for the 53 week period ended 3 April 2005 were in line with
management expectations showing a profit before exceptional items and taxation
of #4.8 million (2004: #1.2 million). Exceptional items in the period, which
related to costs of reorganising the business and closure of an acquired
business, amounted to #1.7 million (2004: #0.4 million).
Operating profit before exceptional items, the additional JBS costs and
amortisation of goodwill for the 53 week period ended 3 April 2005 was #10.6
million (2004: #1.9 million) as follows:
2005 2004
#'million #'million
Operating profit 5.9 1.1
Amortisation of goodwill 2.4 0.4
Exceptional items 1.7 0.4
JBS additional costs 0.6 -
10.6 1.9
The comparative figures are for the period from 7 July 2003 and only include
NBC's trading results for the period from 18 December 2003. The results for the
53 week period ended 3 April 2005 show a full year of NBC's trading together
with two significant acquisitions. Consequently, the group has changed
significantly in the last year and as such the Directors no longer consider it
appropriate to include a pro forma profit and loss account.
The basic earnings per share for the year under review rose from 4.56 pence to
4.78 pence. Before taking into account amortisation of goodwill, the basic
earnings per share was 13.74 pence (2004: 9.47 pence) and before goodwill
amortisation and exceptional items basic earnings per share was 20.21 pence
(2004: 13.91 pence).
The gearing of the group at the year end was 168 per cent. This has continued at
a high level in part due to the additional costs associated with the Competition
Commission Inquiry and as stated in previous reports the Board had not expected
any significant change in the levels of gearing by the year end.
In the period under review the business has generated an operating cash flow
(before financing costs) of #8 million. The group continues to be cash
generative and this along with further facilities available will enable the
group to manage its debt and reduce gearing levels in the future.
Interest cover for the 53 week period ended 3 April 2005 was 2.9 times operating
profit before amortisation of goodwill (2004: 4.8 times).
Hedging
Following a review of the previous hedging arrangements the company has taken
steps to hedge its interest rate exposure on borrowings. During the period the
company entered into two interest rate swaps, which cover #36 million of the
groups borrowing.
Staff
I started my statement by saying it has been an exceptionally busy time for the
group and how much has been achieved in the last year. It is a credit to our
staff that so much has been achieved in such a short period and I would like to
thank them for their efforts over the year.
Outlook
Current trading is in line with management expectations.
The group now has a 'clear run' ahead of it. The integration of all the
acquisitions has been completed and a structure is now in place to enable the
board to operate the group more efficiently. Consequently, the Board believes
that we can now more readily take advantage of the production synergies and the
cross selling opportunities offered by the enlarged group.
The Company announced on 27 June 2005 that the European Commission has announced
its proposals for the reform of the EU sugar regime. In summary, the EU
Commission proposes to reduce EU sugar production over a four year period,
commencing in July 2006. Consequently, it is expected that EU prices will
eventually be 39 per cent. lower than current pricing levels, which would bring
them more into line with world market levels.
As a result of the changes, the Board expects that certain EU producers and
refiners will cease to trade, while others have acknowledged that their profit
margins will be reduced. Furthermore, these changes are expected to increase the
amount of imported sugars from the developing world to compensate for the
proposed reduction in EU sugar production.
The Company welcomes these proposed changes and the Board believes they will
strengthen its position in the sugar market, particularly as the Company is not
a sugar refiner and sources its sugars from a number of producers.
Earlier today, The Real Good Food Company plc ("RGFC") announced the terms of an
all share recommended offer for the Company. As you will have read in the
Company's AIM prospectus and my previous statements it was always the intention
of the Company to seek to broaden its base into valued added areas within the
food industry. This offer, given the trading activities of RGFC, will allow us
to follow our stated strategy and enable shareholders to hold shares in a
broader based food group.
If our shareholders decide to accept the offer, as I and my family interests
have undertaken to do, I look forward to working closely with the management
team of RGFC.
Shareholders will note that under the terms of the offer, Christopher Thomas and
I will remain actively involved at board level to oversee the integration of the
two businesses and the development of the trading activities of the enlarged
group."
9. Further terms of the Offer
Due to the size of the Acquisition of NBF, RGFC will require the approval of
RGFC Shareholders, which will be sought at an extraordinary general meeting of
RGFC to be held on or about 23 days after the Prospectus is posted. The RGFC
Directors whose aggregate holdings of Ordinary Shares amount to 17.74 per cent.
of RGFC's existing ordinary share capital, have each irrevocably undertaken to
vote in favour of each of the EGM resolutions.
The New RGFC Shares will be issued credited as fully paid and free from all
liens, equities, charges, encumbrances and other interests. The New RGFC Shares
will be identical to and rank pari passu in all respects with the existing
issued RGFC Shares, including the right to receive and retain all dividends and
other distributions declared, made or paid thereafter.
The Offer will also be subject to the conditions and further terms set out in
Appendix I to this announcement and the further terms and conditions to be set
out in the Offer Document and Form of Acceptance.
10. Directors
Upon the Offer becoming or being declared unconditional in all respects, Patrick
Ridgwell, will join the Board as non-executive deputy Chairman and Christopher
Thomas will join as a non-executive director. Biographies of the Directors and
Proposed Directors are set out below:
Pieter Willem Totte (Non-executive Chairman), aged 54, has considerable
knowledge of the food sector and has acted as a corporate finance adviser in a
large number of transactions within the food industry over the last 20 years and
more recently has been retained as an advisor to various companies operating in
the food sector including acting on the flotation of Glisten Plc and on various
acquisitions for Finsbury Food Group Plc.
Patrick George Ridgwell (Non-executive Chairman of NBF and proposed
Non-executive Deputy Chairman of the Company), aged 59, has extensive experience
of the sugar industry and other food sectors, having acquired and developed a
number of food businesses during his career. He joined Napier Brown & Company in
1964, becoming a director in 1969 and managing director in 1972, following its
acquisition by his family interests in 1970. He is chairman of Napier Brown
Holdings which is controlled by his family interests.
John Frederick Gibson (Chief Executive), aged 53, has spent his entire working
life in the food industry. He has been employed in both sales and operational
roles for a number of the UK's leading food producers including Grand
Metropolitan, Unigate Plc (renamed Uniq Plc) and Muller UK Limited. Since 1998
he has worked as chief executive officer or chief operating officer for a number
of smaller unquoted and publicly quoted companies including Elizabeth the Chef
Limited and S Daniels Plc, several of which have been in turnaround situations.
He has also worked with several companies which have been engaged in acquisitive
expansion programmes.
Lee Mark Camfield (Finance Director), aged 37, qualified as a management
accountant in 1991. He has held a number of financial appointments with food
manufacturing companies including Coca-Cola & Schweppes Beverages Limited, The
Cheese Company Limited, H.J. Heinz Limited and more recently Golden West Foods
Limited. Positions held have included group financial controller, finance
controller, and business planning and development manager.
Peter Cecil Salter (Non-executive Director), aged 57, was formerly chief
executive partner at Horwath Clark Whitehill, Chartered Accountants. Prior to
this he was a tax specialist at the firm. Following this he has spent six years
in international corporate consultancy advising on mergers and acquisitions. He
has wide experience of working with financial institutions and companies and
heads the Company's Audit and Remuneration Committees.
Richard Gradowski-Smith (Non-executive Director), aged 39, has gained a wealth
of experience at a senior management level within the hospitality industry. He
has been involved in brands such as TGI Fridays, Pret a Manger as well as
successfully establishing the Seattle Coffee Company which was acquired as a
result by Starbucks Coffee. Richard is currently an executive director of
Welcome Break.
James Campbell Mitchell (Non-executive Director), aged 56, was formerly managing
director of Eurofoods and Nicholas & Harris Limited (the former holding company
of Eurofoods). He has over 30 years of experience in the food sector during
which time he has established trading links with many of the major retailers. He
has a strong management background with companies who specialise in the
manufacture of high quality cakes, prestige bakery goods and allied products and
is recognised as one of the leading developers of the quality celebration cake
market in the UK.
Christopher Owen Thomas (Chief Executive of NBF and proposed Non-executive
Director of the Company), aged 60, qualified as a chartered accountant with
Harmood Banner, a predecessor firm of PricewaterhouseCoopers in 1969. In 1973,
after working abroad, he joined Breakmate Limited, a vending business, which was
admitted to the Unlisted Securities Market in 1984. Following a sale of the
business he worked as a financial consultant. In 1992 he joined the NBF Group as
group finance director. For the last thirteen years he has been directly
involved with the day-to-day operations of the individual businesses within the
NBF Group.
11. NBF Share Option Schemes
The Offer extends to any NBF Shares issued or unconditionally allotted and fully
paid (or credited as fully paid) whilst the Offer remains open for acceptance
(or, subject to the City Code, by such earlier date as RGFC may decide),
including NBF Shares issued pursuant to the exercise of options or rights
granted under the NBF CSOP, NBF Non-Approved Plan, the NBF SIP and the NBF
Warrants or otherwise. All options over NBF Shares issued under the NBF
Non-Approved Plan becomes exercisable upon the Offer becoming or being declared
wholly unconditional. If this occurs, persons who hold such options will
therefore be in a position to exercise their options and accept the Offer in
respect of the NBF Shares issued to them. In so far as they are not exercised
within the compulsory acquisition period pursuant to sections 428 to 430 of the
Act (in respect of all options), such options will lapse. It is proposed that
RGFC will make appropriate proposals to the relevant participants in the NBF
CSOP, NBF Non-Approved Plan, NBF SIP and NBF Warrants to roll over or exchange
their options and warrants over NBF Shares for equivalent options and warrants
over RGFC Shares the terms of which new options and warrants will be set out in
the Prospectus.
12. Inducement fee
At the start of RGFC's negotiations with NBF regarding a possible offer for
NBF, RGFC agreed to pay NBF an inducement fee of #200,000 in the event of the
proposed offer lapsing or being withdrawn or not being financed, made or
declared unconditional by a specified date, or if the RGFC Board did not
recommend RGFC Shareholders to vote in favour of the proposed offer. The date
originally specified has now passed and although it has not formally waived its
rights, NBF has not sought to recover payment and it is expected that the
inducement fee will not be payable if the Offer (as referred to in this
announcement) is declared unconditional in all respects.
13. Loan Note Arrangements
NB. Ingredients Limited, which is ultimately controlled by interests of the
Ridgwell family and of which Patrick Ridgwell and Anthony Ridgwell are both
directors, holds #9.3 million of NBF loan notes, which were due to have been
redeemed by NBF as to #6.5 million on 31 December 2005 and #2.8 million on 31
December 2006 ("Loan Notes"). RGFC has agreed to take an assignment of both Loan
Notes and to pay to NB. Ingredients the full amount of the Loan Notes plus
interest as provided therein under the terms of an assignment agreement to be
entered into between NB. Ingredients and RGFC (the "Loan Note Assignment").
Under the terms of the Loan Note Assignment #6.5 million will be paid to NB.
Ingredients as soon as practicable following the Offer becoming or being
declared unconditional in all respects and the balance together with interest in
tranches of at least #250,000 out of the proceeds of any equity fundraising or
from the proceeds of exercise of options or warrants under the NBF Share Option
Schemes or on 31 December, 2006, if earlier.
As the redemption of the December 2005 loan notes will be, and the repayment of
the December 2006 loan notes may be, in advance of the scheduled redemption
dates and the loan notes are held by NB. Ingredients which will be given special
rights over RGFC, these arrangements are deemed to be a special arrangement
under the City Code. John East & Partners Limited has advised the NBF
Independent Directors that the terms of the early redemption of the December
2005 and 2006 loan notes are fair and reasonable in so far as other NBF
Shareholders are concerned. In providing its advice to the NBF Independent
Directors, John East & Partners Limited has taken account of their commercial
assessments.
14. Compulsory acquisition and cancellation of admission
NBF Shareholders should note that if RGFC receives acceptances under the Offer
in respect of, and/or otherwise acquires 90 per cent. or more of, the NBF Shares
to which the offer relates, RGFC intends to exercise its rights under sections
428 to 430F of the Act to compulsorily acquire the remaining NBF Shares.
NBF Shareholders should also note that RGFC intends to procure that NBF applies
to AIM for the cancellation of the admission of NBF Shares to trading on AIM not
less than 15 business days following the date on which the Offer becomes or is
declared unconditional in all respects. NBF Shareholders should note that
cancellation of such admission would significantly reduce the liquidity and
marketability of any NBF Shares in respects of which acceptances of the Offer
are not validly made. RGFC also intends to procure the re-registration of NBF as
a private company under the relevant provisions of the Act.
15. Overseas Shareholders
The availability of the Offer to Overseas Shareholders may be affected by the
laws of the relevant jurisdictions. Overseas Shareholders should inform
themselves about and observe any applicable requirements in relation to the
Offer.
The Offer is not being, and will not be, made, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile transmission, telex, telephone or e-mail) of
interstate or foreign commerce of, or by any facilities of a national securities
exchange of, the United States, Canada, Australia, Republic of Ireland or Japan
and cannot be accepted by any such use, means, instrumentality or facility or
from within the United States, Canada, Australia, Republic of Ireland or Japan.
Accordingly, copies of this document and the Form of Acceptance and any other
documents related to the Offer are not being, and must not be, mailed or
otherwise distributed or sent in or into the United States, Canada, Australia,
Republic of Ireland or Japan.
16. City Code
The Offer gives rise to certain considerations under the City Code.
Pursuant to Rule 9 of the City Code, any person who acquires shares, which, when
taken together with shares already held by him or shares held or acquired by
persons acting in concert with him, carry 30 per cent, or more of the voting
rights of a company subject to the City Code, is normally required to make a
general offer to all shareholders in that company in cash to acquire the
remaining shares in the company not already held by them at the highest price
paid for any shares in that company in the previous 12 months by the person
required to make the offer or any person acting in concert with him.
Where any person or persons acting in concert already hold more than 30 per
cent., but not more than 50 per cent., of the voting rights of such a company, a
general offer will be required if any further shares are acquired.
Both Patrick Ridgwell and Anthony Ridgwell are directors of NB. Ingredients and
are therefore deemed to be acting in concert with NB. Ingredients. Following
completion of the Offer, NB. Ingredients will hold a maximum of 34.5 per cent
and Patrick Ridgwell will hold a maximum of 0.3 per cent of the issued voting
share capital of the Company. The concert party will accordingly hold in total a
maximum of 34.8 per cent. of the Enlarged Issued Share Capital and therefore any
further increase in that aggregate shareholding will be subject to the
provisions of Rule 9.
The Panel has agreed however to waive the obligation to make a general offer
that would otherwise arise on completion of the Offer, subject to the approval
of the Shareholders. Accordingly, a resolution is being proposed at the
Extraordinary General Meeting of RGFC and will be taken on a poll. To be
passed, the resolution will require the approval of a simple majority of votes
cast on that poll.
17. Recommendation
The NBF Independent Directors, who have been so advised by John East & Partners
Limited, consider the terms of the Offer to be fair and reasonable. In
providing advice to the NBF Independent Directors, John East & Partners Limited
has taken account of the NBF Independent Directors' commercial assessments.
Accordingly, the NBF Independent Directors will be unanimously recommending that
NBF Shareholders accept the Offer as they have irrevocably undertaken to do so
in respect of their own aggregate beneficial interest in NBF (comprising, in
aggregate, 209,092 NBF Shares and representing approximately 0.74 per cent. of
the existing issued ordinary share capital of NBF.)
The RGFC Directors, who have been so advised by Numis Securities Limited,
believe that both the terms of the Offer and the waiver of the Rule 9 obligation
are fair and reasonable and in the best interests of the Company and the
Shareholders. Accordingly, the RGFC Directors will be unanimously recommending
that shareholders vote in favour of the Offer and in favour of the waiver of the
Rule 9 obligation as they have irrevocably undertaken to do in respect of their
aggregate shareholdings of 2,500,000 Existing Ordinary Shares, representing
approximately 17.74 per cent. of the Existing Ordinary Shares.
18. Disclosure of interests in NBF
Other than pursuant to the undertakings referred to in paragraph 4 of this
announcement, neither RGFC nor, so far as RGFC is aware, any party acting in
concert with RGFC for the purposes of the City Code, owns or controls, or holds
any option over or has entered into any derivative referenced to, securities of
NBF which remain outstanding on 26 July 2005, being the last dealing day prior
to the announcement of the Offer.
19. General
The Offer will be open for at least 21 days from the date of the Offer Document.
It is expected that the Offer Document will be despatched to NBF Shareholders
shortly.
This announcement is not intended to and does not constitute an offer or an
invitation to purchase any securities. The conditions and principal further
terms of the Offer are set out in Appendix I to this announcement. The Offer
will be subject to the further terms and conditions set out in the Offer
Document and the Form of Acceptance.
The definitions of terms used in this announcement are contained in Appendix III
to this announcement.
Andrew Dawber
Nick Westlake
Numis Securities Limited Tel: 020 7776 1500
(Financial Adviser to RGFC)
Simon Clements
David Worlidge
John East & Partners Limited Tel: 020 7628 2200
(Financial Adviser to NBF)
Emma Kane
Duncan McCormick
Redleaf Communications Ltd
Tel: 020 7955 1410
(PR Adviser to RGFC)
Numis Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for RGFC and
no one else in connection with the Offer and will not be responsible to anyone
other than RGFC for providing the protections afforded to clients of Numis
Securities Limited nor for providing advice in relation to the Offer or in
relation to the contents of this announcement or any transaction or arrangement
referred to herein.
John East & Partners Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for NBF and
no one else in connection with the Offer and will not be responsible to anyone
other than NBF for providing the protections afforded to clients of John East &
Partners Limited nor for providing advice in relation to the Offer or in
relation to the contents of this announcement or any transaction or arrangement
referred to herein.
The Offer will not be made, directly or indirectly, and this announcement should
not be sent, in or into or from the United States, Canada, Australia, Republic
of Ireland or Japan or by use of the mails or by any means or instrumentality
(including, without limitation, telephonically or electronically) of interstate
or foreign commerce of, or any facilities of a national securities exchange of,
any of these jurisdictions and doing so may render invalid any purported
acceptance of the Offer. Accordingly, copies of this announcement and any other
document relating to the Offer are not being, and must not be, mailed or
otherwise distributed or sent in or into the United States, Canada, Australia,
Republic of Ireland or Japan. Any person (including, without limitation,
custodians, nominees and trustees) who may have contractual or legal
obligations, or may otherwise intend, to forward this announcement to any
jurisdiction outside the United Kingdom should read the relevant provisions of
the Offer Document before taking any action.
The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions in which they are located.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements.
This announcement is not intended to and does not constitute, or form part of,
an offer or any solicitation of an offer or an invitation to purchase any
securities.
The Offer will be subject to the City Code. Under the rules of the City Code,
there are certain dealing disclosure requirements which apply in respect of
dealings in relevant securities during an offer period. An offer period was
deemed to have commenced by virtue of the announcement on 8 March 2005 that NBF
had received a proposal regarding a possible offer for NBF. As a result, any
person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
securities of RGFC or NBF, owns or controls, or becomes the owner or controller,
directly or indirectly of one per cent. or more of any class of securities of
RGFC or NBF is generally required under the provisions of Rule 8 of the City
Code to notify a Regulatory Information Service and the Panel of every dealing
in such securities until such time as the offer period ends for the purposes of
the City Code. If required, any disclosures should be made on an appropriate
form by no later than 12 noon London time on the business day following the date
of the dealing transaction. These disclosures should be sent to a Regulatory
Information Service with a copy sent (by fax or email) to the Panel (fax number
+44 (0)20 7236 7013, email: monitoring@disclosure.org.uk).
This announcement contains certain statements that are or may be
forward-looking. These statements typically contain words such as "intends", "
expects", "anticipates", "estimates" and words of similar import. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, factors identified
elsewhere in this announcement as well as the following possibilities: future
revenues are lower than expected; costs of difficulties relating to the
integration of the businesses of RGFC and NBF, or of other future acquisitions,
are greater than expected; expected cost savings from the transaction or from
other future acquisitions are not fully realised or not realised within the
expected time frame; competitive pressures in the industry increase; general
economic conditions or conditions affecting the relevant industries, whether
internationally or in the places where RGFC and NBF do business, are less
favourable than expected; and/or conditions in the securities market are less
favourable than expected.
The financial information set out in this announcement relating to RGFC does not
constitute statutory accounts within the meaning of section 262 of the Order.
Horwath Clark Whitehill LLP, Chartered Accountants, have given an unqualified
audit report on the statutory accounts of RGFC for the period from incorporation
on 13 February 2003 until 31 December 2004. Statutory accounts of the RGFC
Group for the financial period ended 31 December 2004, have been delivered to
the Registrar of Companies in England and Wales.
The financial information set out in this announcement relating to NBF does not
constitute statutory accounts within the meaning of section 240 of the Act.
Deloitte & Touche, Chartered Accountants, have given unqualified audit reports
on the statutory accounts of NBF for each of the two financial periods ended 28
March 2004 and 3 April 2005. Statutory accounts of the NBF Group for the period
ended 28 March 2004 have been delivered to the Registrar of Companies in England
and Wales. Statutory accounts of the NBF Group for the 53 week period ended 3
April 2005 will be delivered to the Registrar of Companies in England and Wales
in due course.
Appendix 1
Conditions and further terms of the Offer
1. Conditions and certain terms of the Offer
The Offer will comply with the applicable rules and regulations of the Code,
will be governed by English law and will be subject to the jurisdiction of the
Courts of England and Wales. The Offer will be subject to the terms and
conditions to be set out in the Offer Document and the accompanying Form of
Acceptance and will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn)
by no later than the first closing date, which will be 21 days after the posting
of the Offer Document, which is due to be dispatched shortly (or such later time
(s) and/or date(s) as RGFC may, subject to the rules of the Code, decide) in
respect of not less than 90 per cent. in nominal value (or such lesser
percentage as RGFC may decide) of the NBF Shares to which the Offer relates,
provided that this condition shall not be satisfied unless RGFC and/or its
wholly-owned subsidiaries shall have acquired or agreed to acquire, whether
pursuant to the Offer or otherwise, NBF Shares carrying, in aggregate, more than
50 per cent. of the voting rights normally exerciseable at general meetings of
NBF, including for this purpose (to the extent, if any, required by the Panel)
any such voting rights attaching to any NBF Shares which are unconditionally
allotted or issued fully paid (or credited as fully paid) before the Offer
becomes or is declared unconditional as to acceptances, whether pursuant to the
exercise of any subscription or conversion rights or otherwise. For the purposes
of this condition:
(i) the expression "NBF Shares to which the Offer relates"
shall be construed in accordance with sections 428-430F (inclusive) of the Act;
and
(ii) NBF Shares which have been unconditionally allotted but not
issued shall be deemed to carry the voting rights which they will carry on
issue;
(iii) valid acceptances shall be deemed to have been received in
respect of NBF Shares which are treated for the purposes of section 429(8) of
the Act as having been acquired or contracted to be acquired by RGFC by virtue
of acceptances of the Offer.
(b) without limitation to condition (d) below, RGFC not having discovered or
otherwise become aware prior to the date when the Offer would otherwise have
become or been declared unconditional that the Office of Fair Trading intends to
refer the proposed acquisition of NBF by RGFC, or any matters arising therefrom,
to the Competition Commission pursuant to section 33 of the Enterprise Act 2002;
(c) save as disclosed in NBF's annual report and accounts for the year ended
28 March, 2004, the audited preliminary results of NBF for the 53 week period
ended 3 April, 2005 announced on 27 July, 2005, or as publicly announced by NBF
by the delivery of an announcement to a Regulatory Information Service prior to
26 July, 2005, or as fairly disclosed in writing to RGFC or its financial or
professional advisers prior to 26 July, 2005, (such public announcements,
disclosures or information being referred to in these terms and conditions as
being "revealed"), there being no provision of any agreement, authorisation,
arrangement, franchise, consent, lease, licence, permit or other instrument to
which any member of the NBF Group is a party or by or to which any such member
or any of its assets may be bound, entitled or subject, which as a result of the
Offer or the proposed acquisition by RGFC of any shares in, or control of, NBF
or otherwise, is reasonably likely to result (in each case to an extent which is
material in the context of the NBF Group taken as a whole) in:
(i) any monies borrowed by, or any other indebtedness, actual or
contingent, of or any grant available to, any such member being or becoming
repayable or capable of being declared repayable immediately or earlier than its
stated maturity date, or the ability of any such member to borrow monies or
incur any indebtedness being withdrawn, prohibited or inhibited or becoming
capable of being withdrawn, prohibited or inhibited;
(ii) any such agreement, authorisation, arrangement, franchise,
consent, lease, licence, permit or other instrument or the rights,
liabilities, obligations or interests of any such member thereunder being or
becoming capable of being terminated or adversely modified or affected;
(iii) the business of any such member in or with any other person,
firm, company or body (or any arrangements relating to such business)
being terminated, modified or adversely affected;
(iv) any material assets or material interests of any such member being
or falling to be disposed of or charged or ceasing to be available
to any such member or any right arising under which any such asset or interest
could be required to be disposed of or charged or could cease to be available to
any such member otherwise than in the ordinary course of business;
(v) the creation of any mortgage, charge or other security interest
over the whole or any part of the business, property or assets of any
such member or any such security (whenever created, arising or having arisen)
becoming enforceable or being enforced;
(vi) the financial or trading position or profits of any member of the
Wider NBF Group being prejudiced or adversely affected;
(vii) the creation of any material liabilities (actual or contingent)
(other than in the ordinary course of business) by any member of the
Wider NBF Group;
(viii) any such member ceasing to be able to carry on business under
any name under which it presently does;
and no event having occurred which, under any provisions of any such
arrangement, franchise, consent, lease, licence, permit or other instrument,
would result in any of the events or circumstances which are referred to in
paragraph (i) to (viii) of this condition (c) in any case to an extent which is
or would be material in the context of the Wider NBF Group taken as a whole;
(d) no government, government department or governmental,
quasi-governmental, supranational, statutory, regulatory, environmental or
investigative body or authority (including, without limitation, any national
anti-trust or merger control authority or Pensions Regulator), court, trade
agency, institution or any other similar body or person whatsoever in any
jurisdiction (each a "Third Party" and all collectively "Third Parties") having
instituted or implemented or threatened, or having decided to institute,
implement or threaten, any action, proceeding, suit, investigation, enquiry or
reference or having made, proposed or enacted any statute, regulation, order or
decision or taken any other steps which is reasonably likely to (in each case to
an extent which is material in the context of the Wider NBF Group or the Wider
RGFC Group, as the case may be, in each case taken as a whole):
(i) make the Offer or its implementation or the Acquisition or the
proposed acquisition by RGFC of all or any NBF Shares, or the acquisition
or proposed acquisition of other securities in, or control of, NBF by RGFC,
void, illegal and/or unenforceable under the laws of any relevant jurisdiction,
or otherwise, directly or indirectly, restrain, restrict, prohibit, challenge,
frustrate, delay or interfere with the same, or impose additional material
conditions or obligations with respect thereto, or otherwise require material
amendment to the terms of the Offer or any such acquisition (including, without
limitation, taking any steps which would entitle the NBF Board to require RGFC
to dispose of all or some of its NBF Shares or restrict the ability of RGFC to
exercise voting rights in respect of some or all of such NBF Shares);
(ii) require, prevent or delay the divestiture, or alter the
terms envisaged for any proposed divestiture, by any member of the Wider RGFC
Group or any member of the Wider NBF Group of all of any material portion of
their respective businesses, assets or properties or impose any limitation on
the ability of any of them to conduct their respective businesses or to own any
of their respective assets or property to an extent which is material in the
context of the Wider RGFC Group or the Wider NBF Group taken as a whole,
respectively;
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider RGFC Group to acquire
or hold or exercise effectively, directly or indirectly, all or any rights of
ownership in respect of shares or other securities (or the equivalent) in any
member of the Wider NBF Group or to exercise management control over any such
member;
(iv) otherwise materially and adversely affect in any respect any
or all of the businesses, assets or profits of any member of the Wider RGFC
Group or any member of the Wider NBF Group respectively in each case, to an
extent which is material in the context of the Offer or either such Group taken
as a whole;
(v) result in any member of the Wider NBF Group ceasing to be able to
carry on business or impose any limitation on the ability of any member
of the Wider RGFC Group or any member of the Wider NBF Group to integrate or
co-ordinate its business, or any part of it, with the business of any member of
the Wider NBF Group or the Wider RGFC Group to an extent that is material in the
context of the Wider RGFC Group or the Wider NBF Group;
(vi) save pursuant to the Offer or Part XIIIA of the Act, require any
member of the Wider RGFC Group or of the Wider NBF Group to offer to acquire any
shares or other securities) in any member of the Wider NBF Group owned by any
third party;
(vii) impose any charge, lien, contribution notice, financial support
direction or restoration order on any member of the Wider RGFC Group or any
member of the Wider NBF Group respectively or over any or all of their
respective businesses, assets or profits in respect of the NBF Pension Plan or
otherwise.
and all applicable waiting and other time periods during which any such Third
Party could take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference under the laws of any relevant jurisdiction
or enact any such statute, regulation, order or decision or take any steps
having expired, lapsed or been terminated;
(e) all authorisations, orders, recognitions, grants, determinations,
consents, licences, confirmations, clearances, certificates, permissions and
approvals (each an "Authorisation") which are necessary in any relevant
jurisdiction for or in respect of the Offer or the proposed acquisition of any
shares or other securities in, or control of, NBF or any other member of the
Wider NBF Group by any member of the Wider RGFC Group or the carrying on by any
member of the Wider NBF Group of its business having been obtained, in terms and
in a form reasonably satisfactory to RGFC from all appropriate Third Parties or
from any persons or bodies with whom any member of the Wider NBF Group has
entered into contractual arrangements, in each case where the absence of such
Authorisation from such a person might have a material adverse effect on the
Wider NBF Group (taken as a whole) and all such Authorisations remaining in full
force and effect and there being no notice or intimation of any intention to
revoke, withdraw, withhold, suspend, restrict, modify, amend or not to renew any
of the same;
(f) all notifications and filings which are necessary having been made, all
appropriate waiting and other time periods (including any extensions of such
waiting and other time periods) under any applicable legislation or regulation
of any relevant jurisdiction having expired, lapsed or been terminated (as
appropriate) and all necessary statutory or regulatory obligations in any
relevant jurisdiction having been complied with in each case in connection with
the Offer or the Acquisition or the proposed acquisition of any shares or other
securities in, or control of, NBF or any other member of the Wider NBF Group by
any member of the Wider RGFC Group where, in each case, the absence of such
compliance might have a material and adverse effect on the business of any
member of the Wider NBF Group;
(g) save as revealed, no member of the Wider NBF Group having:
(i) (save as between NBF and wholly-owned subsidiaries of NBF, or
for options granted or on the exercise of rights to subscribe for NBF
Shares pursuant to the exercise of options granted or the exercise of rights
under the NBF Share Option Schemes prior to the date hereof) issued, agreed to
issue, authorised or proposed the issue or grant of additional shares of any
class, or securities convertible into, or rights, warrants or options to
subscribe for, or acquire, any such shares or convertible securities or
redeemed, purchased or reduced or announced any proposal to redeem, purchase or
reduce any part of its share capital;
(ii) recommended, declared, paid or made or proposed to declare, pay
or make any bonus, dividend or other distribution whether payable
in cash or otherwise, other than to NBF or wholly-owned subsidiaries of NBF;
(iii) (save as between NBF and wholly-owned subsidiaries of NBF) merged
with or demerged any body corporate or acquired or disposed of or
transferred, mortgaged or charged or created any security interest over any
assets or any rights, title or interest in any asset (including shares and trade
investments), or authorised or proposed or announced any intention to propose
any merger, demerger, acquisition, disposal, transfer, mortgage or charge or the
creation of any security interest over the same (other than in the ordinary
course of business and being material in the context of the Wider NBF Group
taken as a whole);
(iv) (save as between NBF and wholly-owned subsidiaries of NBF, or for
options granted or on the exercise of rights to subscribe for NBF
Shares pursuant to the exercise of options granted or the exercise of rights
under the NBF Share Option Schemes prior to the date hereof) authorised or
proposed, or announced any intention to propose, any change in its share or loan
capital including the purchase of any of its own shares;
(v) issued, authorised or proposed the issue of or made any change
in or to any debentures or incurred or increased any indebtedness or
become subject to a liability (actual or contingent) which in any case is
outside the ordinary course of business and material in the context of the Wider
NBF Group taken as a whole;
(vi) entered into, implemented, effected, varied, authorised or
proposed any contract, reconstruction, amalgamation, scheme, commitment,
merger, demerger or other transaction or arrangement or waived or compromised
any claim in respect of itself or another member of the Wider NBF Group, in each
case otherwise than in the ordinary course of business, which in any case is
material in the context of the Wider NBF Group taken as a whole;
(vii) proposed any voluntary winding up;
(viii) terminated or varied the terms of any agreement between any member
of the Wider NBF Group and any other person in a manner which is likely
to have a material adverse effect on the position of the Wider NBF Group;
(ix) proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme or other benefit relating to the employment
or termination of employment of any person employed by the Wider NBF
Group which, taken as a whole, are material in the context of the Wider NBF
Group taken as a whole;
(x) entered into, varied, or authorised any agreement, transaction,
arrangement or commitment (whether in respect of capital expenditure
or otherwise) which:
A. -is of a long term, onerous or unusual nature or magnitude
or which is or could involve an obligation of such nature or magnitude; or
B. -is other than in the ordinary course of business;
and which in any such case is material in the context of the Wider NBF
Group taken as a whole;
(xi) entered into or changed the terms of any contract, agreement
or arrangement with any director or senior executive of any member of
the Wider NBF Group in any material respect;
(xii) taken any corporate action or had any legal proceedings instituted
or threatened against it or petition presented or order made for its
winding-up (voluntarily or otherwise), dissolution or reorganisation or for the
appointment of a receiver, trustee, administrator, administrative receiver or
similar officer of all or any material part of its assets and revenues or any
analogous or equivalent steps or proceedings in or under the laws of any
jurisdiction having occurred or there having been appointed any analogous person
in any jurisdiction which in any case is material in the context of the Wider
NBF Group taken as a whole;
(xiii) been unable, or admitted in writing that it is unable, to
pay its debts generally or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business in any case which is or
would be material in the context of the Wider NBF Group taken as a whole;
(xiv) made any alteration to its memorandum and articles of
association which is material in the context of the Offer;
(xv) entered into any agreement, contract, commitment or
arrangement which consents to or results in the restriction of the scope of the
business of any member of the Wider NBF Group or any member of the Wider RGFC
Group which, in any such case, is material in the context of the Wider NBF Group
or the Wider RGFC Group taken as a whole, respectively;
(xvi) entered into any agreement, contract, commitment or
arrangement or passed any resolution or made any offer (which remains open for
acceptance) to enter into any agreement, contract, commitment or arrangement or
proposed or announced any intention to effect any of the transactions, matters
or events referred to in this condition (g) which is material in the context of
the Wider NBF Group taken as a whole;
(xvii) (other than in the ordinary course of business) waived or compromised any
claim which is material in the context of the Wider NBF Group taken as a whole;
(h) save as revealed and only to the extent material in any case in the
context of the Wider NBF Group taken as a whole:
(i) no material adverse change or deterioration having
occurred in the business, assets, financial or trading position or profits of
any member of the Wider NBF Group;
(ii) no claim being made, and no circumstances having arisen
which might lend to a claim being made, under the insurance of any member of the
Wider NBF Group which might have a material adverse effect on the Wider NBF
Group;
(iii) no litigation, arbitration proceedings, prosecution or
other legal proceedings or investigation having been instituted, announced,
implemented or threatened by or against or remaining outstanding against any
member of the Wider NBF Group or to which any member of the Wider NBF Group is
or may become a party (whether as plaintiff, defendant or otherwise);
(iv) no contingent or other liability of any member of the
Wider NBF Group having arisen or become apparent or increased which in any such
case might reasonably be expected materially and adversely to affect any member
of the Wider NBF Group;
(v) (other than as a result of the Offer) no enquiry or
investigation by, or complaint or reference to, any Third Party having been
threatened, announced, implemented, instituted by or against or remaining
outstanding against or in respect of any member of the Wider NBF Group which in
any such case is material and adverse in the context of the Wider NBF Group
taken as a whole;
(i) save as revealed, RGFC not having discovered:
(i) that any financial or business or other information
publicly announced at any time by or on behalf of any member of the Wider NBF
Group is misleading or contains a misrepresentation of any fact or omits to
state a fact necessary to make the information contained therein not misleading
(and which was not subsequently corrected before the date of publication of this
document by disclosure either publicly or otherwise fairly in writing to RGFC)
in each case to an extent that the effect of the inaccuracy or misrepresentation
of fact or omission is to overstate the assets or understate the liabilities of
the NBF Group to an extent which is material in the context of the Wider NBF
Group as a whole;
(ii) that any member of the Wider NBF Group and any
partnership, company or other entity in which any member of the Wider NBF Group
has a significant interest is subject to any liability (contingent or otherwise)
which has not been publicly announced and which is material in the context of
the Wider NBF Group taken as a whole; and
any information which affects the import of any information
which has been revealed to an extent which is material and adverse in the
context of the Wider NBF Group taken as a whole;
(j) the passing at the EGM (or at any adjournment of that meeting) of the
resolutions necessary to implement the Offer and the Proposals; and
(k) Admission becoming effective.
2. Certain further terms of the Offer
RGFC will reserve the right to waive, in whole or in part, all or any of the
above conditions except conditions (a), (j) and (k). The Offer will lapse
unless the conditions set out above are fulfilled or satisfied or (if capable of
waiver) waived by RGFC or, where appropriate, have been determined by RGFC in
its reasonable opinion to be or to remain satisfied no later than midnight on
the twenty first day after the later of the First Closing Date and the date on
which the Offer becomes or is declared unconditional as to acceptances, or such
later date as RGFC may, with the consent of the Panel, decide.
Each of conditions (a) to (k) shall be regarded as a separate condition and
shall not be limited by reference to any other condition.
RGFC shall be under no obligation to waive or treat as fulfilled any of
conditions (b) to (i) (inclusive) by a date earlier than the date specified
above for the fulfilment thereof notwithstanding that the other conditions of
the Offer may at such earlier date have been fulfilled and that there are at
such earlier date no circumstances indicating that any of such conditions may
not be capable of fulfilment.
In circumstances where the Offer lapses, the Offer will cease to be capable of
further acceptances and persons accepting the Offer and RGFC will cease to be
bound by acceptances delivered on or before the date on which the Offer so
lapses.
The NBF Shares which are the subject of the Offer will be acquired under the
Offer fully paid and free from all liens, equities, charges, encumbrances,
rights of pre-emption and any other third party rights or interests of any
nature whatsoever and together with all rights now or hereafter attaching
thereto, including the right to receive and retain in full all dividends and
other distributions declared, made or paid after the date of this announcement
other than the right to receive and retain the second interim dividend of 2p per
NBF Share payable on 31 August 2005.
If RGFC is required by the Panel to make an offer for NBF Shares under the
provisions of Rule 9 of the Code, RGFC may make such alterations to the
conditions, including to condition (a) as may be necessary to comply with the
provisions of that Rule.
The Offer will be on the terms and will be subject to the conditions which are
set out in section 1 of this Appendix I and those terms and conditions which
will be set out in the Offer Document and in the Form of Acceptance and such
further terms as may be required to comply with the AIM Rules and the applicable
rules and regulations of the Financial Services Authority, the London Stock
Exchange and the provisions of the Code. The Offer and any acceptances
thereunder will be governed by English law and will be subject to the
jurisdiction of the courts of England and Wales.
The Offer will not be made, directly or indirectly, in or into, or by use of
mails of, or by any means or instrumentality of interstate or foreign commerce
of, or any facilities of a national exchange of, the United States, nor is the
Offer being made in or into Canada, Australia, Republic of Ireland or Japan.
Accordingly, copies of this announcement are not being, and must not be mailed
or otherwise distributed or sent in or into the United States, Canada,
Australia, Republic of Ireland or Japan.
Appendix II
1. Bases and sources
Unless otherwise stated:
(a) financial information relating to RGFC has been extracted from the
audited annual report and accounts of the RGFC Group for the sixteen months
ended 31 December 2004; and
(b) financial information relating to NBF has been extracted from the
audited annual report and accounts of the NBF Group for the financial period
ended 3 April 2005.
The value of the existing issued and to be issued ordinary share capital of NBF
is based upon (i) the 28,248,095 NBF Shares in issue on July 2005; and (iii) up
to 2,544,838 NBF Shares in respect of options and warrants which will become
exercisable at or below the Offer Price upon the Offer becoming or being
declared unconditional in all respects.
2. Other information
NBF had the following relevant securities in issue as at the close of business
on 26 July 2005:
NBF Shares: 28,248,095
Options over NBF Shares:* 799,976
Warrants over NBF Shares: * 1,744,862
RGFC had the following relevant securities in issue as at the close of business
on 26 July 2005:
RGFC Shares: 14,093,467
* Options/Warrants exercisable at or below the Offer Price upon the Offer
becoming or being declared unconditional in all respects.
Appendix III
Definitions
The following definitions apply throughout this announcement, unless the context
requires otherwise:
"Accepting NBF NBF Shareholders who validly accept
Shareholders" the Offer.
"Acquisition" the acquisition of all or part of
the issued or to be issued ordinary
share capital of NBF by RGFC by
means of the Offer.
"Act" the Companies Act 1985, as amended.
"Admission" the Admission of the Enlarged Issued
Share Capital to trading on AIM in
accordance with the AIM Rules.
"AIM" a market operated by the London
Stock Exchange.
"AIM Rules" the rules for AIM companies as
published by the London Stock
Exchange.
"Australia" the Commonwealth of Australia, its
states, territories and possessions.
"Board" or "Directors" the directors of the Company whose
or "RGFC Board" names are set out
or "RGFC Directors" on page 12 and 13 of this
announcement.
"business day" a day (other than a Saturday or
Sunday) on which banks are generally
open for business in the City of
London.
"Canada" Canada, its provinces and
territories and all areas subject to
its jurisdiction and any political
sub-division thereof.
"City Code" or "Code" the City Code on Takeovers and
Mergers.
"Closing Price" the closing middle market quotation
of a NBF Share or a RGFC Share (as
the case may be), as derived from
the London Stock Exchange's website.
"Company" or "RGFC" The Real Good Food Company plc.
"dealing day" a day on which dealings in domestic
securities may take place on, and
with the authority of, the London
Stock Exchange.
"Enlarged Group" the Company together with its
subsidiary undertakings (following
completion of the Offer).
"Enlarged Issued Share the Ordinary Shares in issue at
Capital" Admission and following the
Acquisition and Offer for
Subscription.
"Eurofoods" Eurofoods Limited, a company
incorporated in England and Wales
with registered number 2060981.
"Existing Ordinary the 14,093,467 Ordinary Shares in
Shares" issue at the date of this
announcement
"Extraordinary General the Extraordinary General Meeting of
Meeting" RGFC to be
or "EGM" convened shortly to vote on the
Resolutions.
"First Closing Date" the date which is twenty one days
after the posting of the Offer
Document.
"Five Star" Five Star Fish Limited.
"Form of Acceptance" the form of acceptance, authority
and election for use in connection
with the Offer accompanying the
Offer Document.
"FSA" the Financial Services Authority.
"FSMA" the Financial Services and Markets
Act 2000, as amended from time to
time.
"Group"or "RGFC Group" RGFC its subsidiaries and its
subsidiary undertakings.
"Japan" Japan, its cities, prefectures,
territories and possessions and all
areas subject to its jurisdiction
and any political sub-division
thereof.
"John East" John East & Partners Limited.
"London Stock Exchange" London Stock Exchange plc.
"Napier Brown & Company" Napier Brown & Company Limited, a
company incorporated in England and
Wales with registered number
1665672.
"NBF Board" or the directors of NBF.
"NBF Directors"
"NBF CSOP" the approved share option plan
adopted by NBF the terms of which
will be summarised in the Offer
Document.
"NBF Group" NBF its subsidiaries and its
subsidiary undertakings.
"NBF Holdings" NBF Holdings Limited a company
incorporated in England and Wales
with registered number 200917.
"NBF Independent Jeremy Hamer, Christopher Thomas and
Directors" Simon Barrell.
"NBF Option Holders" the holders of rights, options or
warrants under the NBF Share Option
Schemes.
"NBF Pension Fund" the closed final salary pension
scheme operated by NBF and known as
the NBF Retirement Benefits Plan.
"NBF Non-Approved Plan" the non-approved share option plan
adopted by NBF the terms of which
will be summarised in the Offer
Document.
"NBF Shareholders" holders of NBF Shares.
"NBF Share Option the NBF Non-Approved Plan, the NBF
Schemes" CSOP, the NBF SIP and the NBF
Warrants.
"NBF Shares" the existing unconditionally
allotted or issued and fully paid
ordinary shares of 50p each in the
capital of NBF and any further
shares which are issued or
unconditionally allotted and fully
paid (or credited as fully paid)
while the Offer remains open for
acceptance (or such earlier date,
not being earlier than the date on
which the Offer becomes
unconditional as to acceptances or,
if later, the First Closing Date, as
RGFC may, subject to the City Code,
decide), including NBF Shares which
are unconditionally allotted or
issued or granted or subscribed for
upon the exercise of any options
granted under the NBF Share Option
Schemes.
"NBF SIP" the approved share incentive plan
adopted by NBF the terms of which
will be summarised in the Offer
Document.
"NBF Warrants" the Warrants entitling the
registered holder to subscribe for
NBF Shares, the terms of which will
be summarised in the Offer Document.
"NB. Ingredients" NB. Ingredients Limited, a company
incorporated in England and Wales
with registered number 3180749.
"Numis" Numis Securities Limited
"Offer" the recommended all share offer to
be made by Numis Securities Limited
on behalf of RGFC to acquire all of
the NBF Shares on the terms and
subject to conditions to be set out
in the Offer Document and in the
Form of Acceptance and, where the
context requires, any subsequent
revision, variation, extension or
renewal thereof.
"Offer Document" the document to be despatched to NBF
Shareholders (other than certain
Overseas Shareholders) and (for
information purposes only) to RGFC
Shareholders and NBF Option Holders,
setting out the full terms and
conditions of the Offer and, where
appropriate, any other document(s)
containing terms and conditions of
the Offer constituting the full
terms and conditions of the Offer.
"Offer for Subscription" the conditional offer for
subscription for the Subscription
Shares each at the Subscription
Price.
"Offer Period" the period commencing on 8 March,
2005 (the date upon which NBF
announced it was in discussions
concerning a possible offer), and
ending on the date which is the
latest of (i) the First Closing
Date; (ii) the Wholly Unconditional
Date; and (iii) the date on which
the Offer lapses or is withdrawn.
"Offer Shares" or "New the new Ordinary Shares of 2p each
RGFC shares" in the capital of RGFC to be issued as consideration
under the Offer.
"Ordinary Shares" or ordinary shares of 2 pence each in
"RGFC Shares" the capital of the Company.
"Overseas Shareholders" NBF Shareholders whose registered
addresses are outside the UK or who
are citizens or residents of
countries other than the UK.
"Panel" The Panel on Takeovers and Mergers.
"Proposals" the Offer, the Admission and the
Offer for Subscription.
"Proposed Directors" Patrick Ridgwell and Christopher
Thomas.
"Prospectus" the document comprising the
Prospectus relating to the Enlarged
Issued Share Capital for which
application for Admission will be
made, and which will be dispatched
to RGFC Shareholders shortly.
"Renshaw Scott" the acquired trade and certain
assets of Renshaw Scott Limited.
"Republic of Ireland" Republic of Ireland, its territories
and possessions.
"Resolutions" the resolutions to be proposed at
the EGM relating inter alia to the
approval by RGFC Shareholders of the
Offer.
"RGFC Shareholders" holders of RGFC Shares.
or "Shareholders"
"RIS" or any of the services approved by the
"Regulatory Information London Stock Exchange and
Service" included in the list
maintained on the London Stock
Exchange's website.
"NBF" Napier Brown Foods Plc, a company
incorporated in England and Wales
with registered number 4824736.
"significant interest" a direct or indirect interest in 20
per cent. or more of the total
voting rights conferred by the
equity capital of an undertaking.
"Subscription Price" 121.95 pence per Subscription Share
"Subscription Shares" up to 4,162,558 RGFC Shares proposed
to be issued fully paid in
connection with the Offer for
Subscription.
"subsidiary" or having the meanings given to them by
"subsidiary the Act.
undertaking"
"UK Listing Authority" the FSA, acting in its capacity as a
competent authority for the purposes
of Part VI of the FSMA.
"Unconditional date" the date on which the Offer becomes
or is declared unconditional as to
acceptances.
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland.
"United States" or "USA" the United States of America, its
territories and possessions and all
other areas subject to its
jurisdiction, any state of the
United States of America and the
District of Columbia.
"Wholly Unconditional the date on which the Offer becomes
Date" or is declared unconditional in all
respects.
"Wider RGFC Group" RGFC Group, its subsidiaries and its
subsidiary undertakings, associated
undertakings and any other
undertakings, in which RGFC Group
and/or such undertakings
(aggregating their interests), have
a significant interest
"Wider NBF Group" NBF Group, its subsidiaries and its
subsidiary undertakings, associated
undertakings and any other
undertakings, in which NBF Group and
/or such undertakings (aggregating
their interests), have a significant
interest
This information is provided by RNS
The company news service from the London Stock Exchange
END
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