Roebuck Food : Proposed Acquisition of Moorhead & McGavin Ltd, Nov 2023

Roebuck Food Group plc (AIM: RFG) a group focused on growth and innovation within the food and agribusiness sectors announces a conditional agreement to acquire the entire issued share capital of Moorhead & McGavin Ltd a food and food ingredient distribution business based in Motherwell, UK, ("the Acquisition"). The consideration, subject to a completion accounts adjustment mechanism is £2,225,000, as to £2,075,000 payable in cash and as to £150,000 by the issue of new Ordinary Shares of the Company. The Acquisition is subject to the approval of Roebuck shareholders at an Extraordinary General Meeting ("EGM"), to be held on or before 1 December 2023.

Moorhead & McGavin Ltd specialises in supplying pulses, cereals, pasta and rice to the food service industry. In 2022 it had revenue of £7.26 million, EBITDA of £377,000 and net assets of £1.65 million. Current CEO of Moorhead & McGavin Ltd, Marko Dafereras has agreed to remain with the business for at least one year. Further particulars of the Acquisition are set out in Appendix 3 of the downloadable Announcement document shown at the bottom of this page.

The Company intends to raise gross proceeds of up to £2,500,000 by means of a placing of new Ordinary Shares to certain institutional, professional, and other investors at a price of STG 13.5 pence per Ordinary Share (the "Placing"). The Placing will be subject to approval of the Acquisition and the passing of a resolution authorising the issue of the Placing Shares at the EGM.

The Placing Price represents a discount of approximately 10 per cent. to the Closing Price of 15 pence per Ordinary Share on 2 November 2023, being the latest practicable business day prior to the publication of this Announcement.

The proceeds of the Placing will be used to pay for the acquisition of Moorhead & McGavin Ltd and for general working capital requirements. J&E Davy are acting as broker on the Placing

The Placing 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 and the number of Placing Shares to be issued pursuant to the Placing is expected to be made in due course.

Commenting on the Acquisition and the Placing, Chairman Ted O'Neill stated: "This is an exciting new development for Roebuck, as it implements its strategy of focusing on growing and innovative businesses within the food and agribusiness sector."

Capitalised terms used but not otherwise defined in this Announcement shall have the meanings ascribed to such terms in Appendix 2 of this Announcement unless the context requires otherwise. Particulars of and the terms and conditions of the Placing are set out in Appendix 1. Further particulars of the Acquisition are set out in Appendix 3 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 by making an oral and legally binding offer to acquire Placing Securities, 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.

Roebuck Food Group plc

Aidan Hughes, Deputy Chairman

Telephone: + 44 1293 862 498

J & E Davy (Broker)

Anthony Farrell

Telephone: + 353 1 679 6363

Niall Gilchrist

Telephone: + 353 1 614 2878