GlasPort Bio Acquisition, 13 Dec 2024

ROEBUCK FOOD GROUP PLC

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 BOTH GENERALLY AND AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THE APPENDICES DO NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF ROEBUCK FOOD GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING APPENDIX II WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.

ROEBUCK FOOD GROUP PLC

(“Roebuck” or “the Company”, AIM: RFG)

Proposed Investment in GlasPort Bio Limited and GlasPort Rumen Tech Limited

Proposed Placing and Subscription to raise up to €8.5 million

Extraordinary General Meeting

Investment

Roebuck Food Group plc (AIM: RFG) a group focused on growth and innovation within the food and agribusiness sectors announces conditional agreements:

• to acquire a controlling interest of between 35-38.7% in GlasPort Bio Limited (“GlasPort Bio”), with an option to increase its holding to 94.47% of voting shares, exercisable in the period from 18 months to 4 years following completion; and
• to acquire an interest of 13-16.7% in GlasPort Rumen Tech Limited (“GlasPort Rumen Tech”).

GlasPort Bio, an early-stage biotechnology company based in Galway, is focused on Greenhouse Gas mitigation in agriculture, allowing farmers to increase their productivity and profitability whilst reducing their carbon emissions. GlasPort Bio’s most developed technology is GasAbate (“GasAbate”). GasAbate is a market ready manure management additive, proven to reduce methane emissions by 80%. The technology has been installed on several demonstration farms around Ireland, and is participating in on-farm trials in other European countries.

GlasPort Rumen Tech, formerly part of GlasPort Bio, has a product known as RumenGlas (“RumenGlas”) in an earlier stage of development. RumenGlas is a ruminant feed additive which has been shown to reduce methane, hydrogen and carbon dioxide emissions from ruminant livestock.

The RumenGlas business was transferred to GlasPort Rumen Tech, by way of a restructuring, in December 2024. These separate ruminant-feed and manure-additive businesses will continue separately in the two companies.

Post acquisition, Roebuck will control the Board of GlasPort Bio and Justin McCarthy, currently a senior executive in Roebuck will become CEO of GlasPort Bio and Executive Chair of GlasPort Rumen Tech, and will no longer have executive responsibilities in RFG.

GlasPort Bio Limited, as at 30^th June 2024 as the combined business, had revenue of €31,999 and had net assets of €368,729.

Consideration

The investment in GlasPort Bio is being made by a combination of purchase of existing shares and subscription for new shares at a pre-money valuation of €12 million, as follows:

• the purchase of between 70,757 and 78,619 existing ordinary shares of €0.00001 each in the share capital of GlasPort Bio from certain of the existing shareholders for aggregate cash consideration of between €2.25 million and €2.5 million; and
• the subscription for between 94,343 and 110,066 new ordinary shares of €0.00001 each in the share capital of GlasPort Bio for cash consideration of between €3 million and €3.5 million.

Roebuck will also be granted a call option to increase its stake in the voting shares of GlasPort Bio to 94.47%, with the post-fundraising valuation price as the floor price and valuation uplifts for the achievement of certain milestones for GasAbate during the option period, being:

• US Patent Approval;

• upon inclusion in the greenhouse Gas Submission Inventory calculation for Ireland or another market of similar size, and;

• upon inclusion in a second country’s inventory calculation (similar sized market) or inclusion by one of a select group of multinational food processors as the criteria for sustainability premia payments to farmers.

The call option is exercisable between 18 months and 4 years post transaction completion.

The investment in GlasPort Rumen Tech is at a pre money valuation of €5 million by way of a subscription for new shares in the share capital of GlasPort Rumen Tech Limited for cash consideration of between €0.75 million and €1 million.

Placing and Subscription

The Company intends to raise gross proceeds of up to €8.5 million by means of:

• a placing of new Ordinary Shares to certain institutional, professional, and other investors at a price per Ordinary Share to be established pursuant to the Book Build described below (“the Fundraise Price”) (the “Placing”);
• subscriptions for new Ordinary Shares from other investors at the Fundraise Price (the “Subscription”).

The Placing and Subscription (the “Fundraising”) will be subject to shareholder approval of the Investment and the passing of a resolution authorising the issue of the Placing Shares and Subscription Shares at an EGM to be convened following completion of the Book Build.

The EGM is planned to take place on 23 January 2025 and in any event no later than 31 January 2025. A circular to shareholders containing the proposed resolution or resolutions to be proposed at the EGM and other information is planned to be despatched as soon as possible after the Fundraising and in any event in time for an EGM to be held within the envisaged timetable. A further announcement will be made when the circular is posted.

Directors and Senior Management intend to invest €185,000 as part of the Fundraising. The proceeds of the Fundraising will be used to pay for the Investment and costs associated with the transaction and for general working capital requirements. J&E Davy are acting as broker on the Placing.

Bookbuild

The Fundraising is to be conducted by way of an accelerated bookbuild process (“the Book Build”) which will commence immediately following this Announcement and will be on the terms and conditions of the Placing Agreement described in Appendix 1 to this Announcement.

A further announcement confirming the closing of the Book Build, the Fundraise Price, and the number of Placing Shares and Subscription Shares to be issued is expected to be made in due course.

Further Information

Commenting on the Investment and the Placing, Chief Executive Kieran Mahon stated: “This is a great new step out for Roebuck as we seek to grow in new and exciting areas of the food and agri business sector. We are energised by the growth opportunity represented by GlasPort and look forward to getting innovative products like GasAbate established in the market as quickly as possible”

Capitalised terms used but not otherwise defined in this Announcement shall have the meanings ascribed to such terms in Appendix 3 of this Announcement unless the context requires otherwise. Particulars of and the terms and conditions of the Placing are set out in Appendix 1 to this Announcement. Further particulars of the Investment are set out in Appendix 4 of this Announcement.

The directors of the Company accept responsibility for this Announcement.

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Book Build described in the Appendices to this Announcement (which form part of this Announcement).

By choosing to participate in the Placing and/or the Subscription and by making an oral and legally binding offer to acquire Fundraising Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendices), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in the Appendices.

Enquiries:

Roebuck Food Group plc

Aidan Hughes, Finance Director Telephone: + 44 1293 862 498

J & E Davy (Broker)

Anthony Farrell Telephone: + 353 1 679 6363

Niall Gilchrist Telephone: + 353 1 614 2878

Davy

Davy, which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting as the Company's nominated adviser (under the AIM Rules) and broker to the Company in relation to the Placing. Davy will not be responsible to any person other than the Company for providing the protections afforded to clients of Davy or for providing advice to any other person in connection with the Placing or the Subscription. Davy accepts no liability whatsoever for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information, for which it is not responsible. Davy has not authorised the contents of, or any part of, this Announcement and no liability whatsoever is accepted by Davy for the accuracy of any information.

Information to Distributors

Solely for the purposes of the product governance requirements contained within:

(a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”);

(b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II;

(c) local implementing measures;

(d) the foregoing as they form part of the law of the United Kingdom by virtue of the UK European Union (Withdrawal) Act 2018

(together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are:

(i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and

(ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”).

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties or who are Relevant Persons, as that term is defined in Appendix 1.

For the avoidance of doubt, the Target Market Assessment does not constitute:

(a) an assessment of suitability or appropriateness for the purposes of MiFID II; or

(b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.