Produce Investments Regulatory News (PIL)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

5 November 2018

Recommended Cash Offer with Unlisted Partial Share and Loan Note Alternative

for

Produce Investments plc

by

April 1983 Bidco Limited

ACCEPTANCES AT FIRST CLOSING

On 2 November 2018, in respect of the recommended Cash Offer, with an Unlisted Partial Share and Loan Note Alternative, by April 1983 Bidco Limited ("April 1983"), a Jersey company ultimately owned and controlled by funds managed by Promethean Investments LLP ("Promethean Investments") for the entire issued and to be issued share capital of Produce Investments plc ("Produce Investments"), April 1983 announced that the acceptance Condition had been satisfied and the Offer was declared unconditional in all respects.

Capitalised terms used in this announcement are as defined in the Offer Document, unless otherwise specified.

Level of Acceptances

As at the deadline on the First Closing Date for receipt of valid acceptances under the Offer, being 1:00 p.m. on 2 November 2018, April 1983 had received valid acceptances in respect of a total of 22,468,702 Produce Investments Shares, equivalent to 81.86 per cent. of the existing voting rights of Produce Investments, which may be counted towards the satisfaction of the acceptance Condition, including 3,344,239 Produce Investments Shares, equivalent to 12.18 per cent. of the existing voting rights of Produce Investments, which were subject to Irrevocable Undertakings from Produce Investments Directors who are also Produce Investments Shareholders.

In addition, as at 1.00 p.m. on 2 November 2018, being the First Closing Date, April 1983 had acquired 3,697,316 Produce Investments Shares, equivalent to 13.47 per cent. of the existing voting rights, including 2,972,316 Produce Investments Shares the subject of a Share Purchase Agreement between April 1983 and Barrie Clapham, Chairman of Produce Investments, dated 11 September 2018.

Accordingly, as at 1.00 p.m. on 2 November 2018, being the First Closing Date, April 1983 either owned or had received valid acceptances of the Offer in respect of a total of 26,166,018 Produce Investments Shares, representing approximately 95.32 per cent. of the current issued share capital of Produce Investments, all of which may count towards the satisfaction of the acceptance Condition.

The percentages listed in this announcement are based on a current issued share capital of 27,449,313 Produce Investments Shares.

No Extension to Offer Timetable

The Offer Document stipulated a deadline for receipt of valid acceptances under the Offer of 1:00 p.m. on the First Closing Date, 2 November 2018. April 1983 has confirmed that the Offer will not be extended beyond the First Closing Date save as required under Rule 31.4 of the Code and will therefore remain open for acceptances only until 16 November 2018.

Settlement

Settlement for valid acceptances in respect of the Offer received by 1.00 p.m. 2 November 2018 will be effected promptly in accordance with the terms of the Offer as set out at Paragraph 13 of Part II of the Offer Document, in accordance with applicable law and regulation and, in any event, on or before 15 November 2018.

Settlement for valid acceptances in respect of the Offer received after 1.00 p.m. 2 November 2018 will be effected promptly in accordance with the terms of the Offer as set out at Paragraph 13 of Part II of the Offer Document, in accordance with applicable law and regulation and, in any event, on or before 22 November 2018.

In accordance with Rule 26.1 of the Code, a copy of this announcement is available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on the website of April 1983 at www.april1983bidco.com promptly and in any event by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, the contents of such website are not incorporated into, and do not form part of, this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.