RGD.L Regulatory News (RGD)

22 Jun 2005 10:54

Real Good Food Company Plc (The)22 June 2005 Date: 22nd June 2005 On behalf of: The Real Good Food Company plc Immediate Release Real Good Food Company PLC ("Real Good Food" or the "Company") Further re: Statement re Possible Offer Further to the Company's announcement on 20 June 2005 that it has entereddiscussions with Napier Brown Foods plc ("Napier Brown") regarding a possibleoffer for Napier Brown, the board of Real Good Food is now in a position toconfirm that should it choose to make an all share* offer for Napier Brown suchan offer would be made on the following terms: If the mid-market closing price of the Company's shares on the last business dayprior to announcement of the offer (the "Reference Price") is at or above 140pthe Company will offer 1.5743 Real Good Food Shares for each Napier Brown share(the "Ratio") such that the value of the offer would be not less than 220p. If the mid-market closing price of the Company's shares on the last business dayprior to announcement of the offer (the "Reference Price") is below 140p theCompany will adjust the Ratio of Real Good Food Shares for each Napier Brownshare such that the value of the offer would be 220p. Therefore any offer will have a value of not less than 220p per Napier Brownshare based on the latest mid-market closing price for Real Good Food shares atthe time of the offer announcement. This price would represent a minimum premium of 26.4% to the mid-market closingprice of 174p on 17 June 2005 (the last business day before the 20 Juneannouncement). * The Company reserves the right to make an all cash or partly cash funded offerfor Napier Brown This information is provided by RNS The company news service from the London Stock Exchange