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

19 November 2018

Recommended Cash Offer with Unlisted Partial Share and Loan Note Alternative

for

Produce Investments plc

by

April 1983 Bidco Limited

OFFER CLOSED

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

April 1983 also confirmed on 2 November 2018 that the Offer would not be extended beyond the First Closing Date, being 1:00 p.m. on 2 November 2018, save as required under Rule 31.4 of the Code, and therefore remained open for acceptances until close of business on 16 November 2018.

April 1983 confirms that the Offer is now closed and is no longer open for acceptances.

Level of Acceptances

As at the close of business on 16 November 2018, April 1983 had received valid acceptances in respect of a total of 22,886,582 Produce Investments Shares, equivalent to 83.37 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 close of business on 1 November 2018, being the last business day prior to the release of this announcement, 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 close of business on 16 November 2018, April 1983 either owned or had received valid acceptances of the Offer in respect of a total of 26,583,898 Produce Investments Shares, representing approximately 96.84 per cent. of the current issued share capital of Produce Investments, all of which may count towards the satisfaction of the acceptance condition.

Following the Offer being declared unconditional in all respects on 2 November 2018, participants in the Produce Investments Share Option Schemes were contacted regarding the effect of the Offer becoming unconditional on their rights, as the change of control provisions contained within such schemes had been triggered. Promethean Investments has also received an Irrevocable Undertaking from Angus Armstrong, CEO of Produce Investments, in respect of options over 102,447 Produce Investments Shares held by him, equivalent to 0.35 per cent. of the fully diluted share capital of Produce Investments.

The percentages listed in this announcement are based on a current issued share capital of 27,449,313 Produce Investments Shares and a fully diluted share capital of 29,348,492 Produce Investments Shares.

Cancellation of Admission to Trading on AIM, Re-Registration as a Private Company and Compulsory Acquisition

As announced by Produce Investments on 8 November 2018, it is expected that cancellation of admission to trading on AIM of Produce Investments Shares will become effective at 7.00 a.m. on 4 December 2018. Accordingly, the last date for dealing in Produce Investments Shares on AIM will be 3 December 2018. Cancellation will significantly reduce the liquidity and marketability of any Produce Investments Shares.

As Promethean Investments has received acceptances of the Offer in respect of, and/or otherwise acquired not less than 90 per cent of the Produce Investments Shares to which the Offer relates by nominal value and the voting rights attaching to those shares, it intends to invoke its rights to acquire compulsorily for cash, on the same terms as the Offer, the remainder of the Produce Investments Shares to which the Offer relates.

Settlement

Settlement for valid acceptances in respect of the Offer received after 1.00 p.m. 2 November 2018 and before close of business on 16 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 30 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.