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

12 OCTOBER 2018

Recommended Cash Offer with Unlisted Partial Share and Loan Note Alternative

for

Produce Investments plc

by

April 1983 Bidco Limited

 Posting of Offer Document

On 11 September 2018, it was announced that the Independent Committee of the Board of Produce Investments plc ("Produce Investments") and the Board of April 1983 Bidco Limited ("April 1983"), a Jersey company ultimately owned and controlled by funds managed by Promethean Investments LLP ("Promethean Investments"), had reached an agreement on the terms of a recommended Cash Offer, with an Unlisted Partial Share and Loan Note Alternative to be made by April 1983 for the entire issued and to be issued share capital of Produce Investments.

Following the announcement by April 1983 on 8 October 2018 relating to the timetable for the posting of the document containing the full terms and conditions and procedures for acceptance of the Offer (the "Offer Document"), April 1983 announces that the Offer Document and the related Form of Acceptance (where applicable) will be posted today.

Information for Produce Investments Shareholders

The Offer will remain open for acceptance until 1.00 pm (London time) on 2 November 2018.

If you wish to accept the Offer, it is important that you follow the instructions set out in paragraph 12 of Part II of the Offer Document.

General

The Offer Document and the Form of Acceptance will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions (as defined in the Offer Document), on April 1983's website at www.april1983bidco.com.

In accordance with Rule 26.1 of the City Code on Takeovers and Mergers (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.