FIF.L Regulatory News (FIF)

22 Feb 2007 10:10

Finsbury Food Group PLC22 February 2007 Date: 22 February 2007 On behalf of: Finsbury Food Group plc ("Finsbury" or "the Company") For immediate release Finsbury Food Group plc EGM Statement The Board of Finsbury Food Group plc (AIM: FIF), one of the UK's leadingmanufacturers and distributors of premium cakes and breads, announced, on 30January 2007, that it had agreed, subject to certain conditions includingshareholder approval at an extraordinary general meeting, to acquire the wholeof the issued share capital of Lightbody Group Limited for a consideration of upto £37.50 million. At the Extraordinary General Meeting held today all resolutions proposed werepassed by the Company's shareholders. These resolutions included theappointment of new directors to the Board, about which a separate announcementhas been issued. The Acquisition and Placing remain conditional upon Admission,which is expected to take place at 8.00am on 23 February 2007. Dealings in theEnlarged Share Capital will commence shortly thereafter. The admission to AIMwill include the enlarged share capital of 48,765,168 Ordinary Shares and the2,568,275 outstanding warrants over Ordinary Shares that have not currently beenexercised. All terms used in this announcement are defined as set out in the AdmissionDocument dated 30 January 2007. Commenting, Dave Brooks, Chief Executive of Finsbury Food Group plc, said: "Acquisitions take a huge amount of hard work from both sellers and purchasers,and I know I can speak on behalf of Martin Lightbody and his team, as well asthe Finsbury personnel and both sets of advisers, when I express our delight andrelief that completion is now upon us. We can now get back to the exciting worldof premium cakes and breads, where our focus on being "The Best at What We Do"will continue to drive innovation and growth in those markets for all ourcustomers. As two separate companies both Lightbody and Finsbury were excellent,and we are now ready to forge an exciting partnership going forward from today.I know the whole team in the new Enlarged Group can not wait to get cracking onthe exciting opportunities ahead." - ends - Further Information Finsbury Food Group plc www.finsburyfoods.co.uk Dave Brooks (Chief Executive) 07831 787 382 Lisa Morgan (Finance Director) 07771 712 720 Redleaf Communications Emma Kane/Sanna Lehtinen 020 7822 0200 Notes to Editors Finsbury Food Group is one of the UK's leading manufacturers of premium retailerbranded cakes and breads operating from sites across the UK. The Lightbody Group operates from two bespoke bakeries in Hamilton and a depotand European sales office in Rennes, France. The Lightbody Group is focused onthe celebration cake market, with a broad range of seasonal, novelty andlicensed character cakes. Their current range features products made underlicence from Disney and Thorntons, amongst others. The Lightbody Group alsomanufactures a range of chocolate enrobed cakes, cereal snacks and bite-sizedcakes for many of the large retail multiples in the UK. The Acquisition is expected to deliver a number of key benefits: - it will transform the Group into the UK's leading premium cakebusiness - the Enlarged Group will have sector-leading positions in premiumretailer branded cakes and the celebration cake market segment, as well as agrowing presence in chocolate enrobed cakes, cereal snacks and bite-sized cakes.This position will be supported by the Enlarged Group's portfolio of brands andlicences. - it diversifies the Enlarged Group's product range and offersopportunities to diversify the customer base. - the Directors and the Proposed Directors expect that the EnlargedGroup will have a platform to expand its share of the European market in acontrolled fashion and will be a significant player in the UK market. - the Directors and the Proposed Directors expect that the Acquisitionwill significantly enhance earnings in the first full financial year followingCompletion. Admission Statistics Price per Ordinary Share on 29 January 2007(1) 95.5 pencePlacing Price 85 penceNumber of Existing Ordinary Shares 26,265,168Number of Consideration Shares 10,000,000Number of Placing Shares (excluding Lord Saatchi's 12,500,000 Placing Shares) Enlarged Share Capital 48,765,168Percentage of Enlarged Share Capital represented by Existing Ordinary 53.9%SharesPercentage of Enlarged Share Capital represented by the Consideration 20.5%SharesPercentage of Enlarged Share Capital represented by Placing Shares 25.6%(excluding Lord Saatchi's Placing Shares) -------------------------- (1)The last practicable date prior to the admission document. This information is provided by RNS The company news service from the London Stock Exchange