RGD.L Regulatory News (RGD)

31 Aug 2005 07:00

Real Good Food Company Plc (The)31 August 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM THE UNITEDSTATES, CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND OR JAPAN The Real Good Food Company Plc Recommended offer for Napier Brown Foods ("NBF") Offer declared wholly unconditional 1. Level of Acceptances The Real Good Food Company Plc ("RGFC") is pleased to announce that by 1:00 pmon 30 August 2005, the First Closing Date of the Offer, valid acceptances of theOffer had been received in respect of a total of 26,143,815 NBF Shares,representing approximately 92.53 per cent. of the existing issued ordinary sharecapital of NBF. Prior to making the Offer, RGFC received irrevocable undertakings to accept theOffer from certain NBF Shareholders in respect of a total of 20,897,380 NBFShares representing approximately 73.97 per cent. of the existing issuedordinary share capital of NBF. As at 1:00 pm on 30 August 2005, validacceptances had been received pursuant to these undertakings in respect of20,897,378 NBF Shares. Neither RGFC nor any person deemed to be acting in concert with RGFC for thepurpose of the Offer owned or controlled any NBF Shares, or any rights over suchNBF Shares, immediately prior to 8 March 2005, being the commencement of theOffer Period. Neither RGFC nor, so far as RGFC is aware, any person deemed to beacting in concert with RGFC for the purpose of the Offer has acquired or agreedto acquire any NBF Shares (or rights over NBF Shares) since the commencement ofthe Offer Period. Application will be made for the new RGFC Shares to be issued in respect ofvalid acceptances received by 1.00pm on 30 August, 2005 to be admitted totrading on AIM. Dealings in these shares are expected to commence on 31 August,2005. For those NBF Shareholders who do not hold their NBF Shares in the CRESTsettlement system definitive share certificates are expected to be despatched byfirst class post by 14 September, 2005. 2. Other Conditions At an extraordinary general meeting of RGFC held today at 10:00 am certainresolutions were passed that were required to approve the implementation of theOffer. 3. Offer Wholly Unconditional As all the conditions of the Offer have now been satisfied the Offer has beendeclared unconditional in all respects, subject only to the admission of the newRGFC shares to be issued pursuant to the Offer to AIM in accordance with the AIMRules, and will remain open for acceptance until further notice. 4. Directors RGFC At the extraordinary general meeting of RGFC the members approved theappointment of Patrick George Ridgwell and Christopher Owen Thomas as thenon-executive deputy chairman and non-executive director respectively. NBF As the Offer has been declared unconditional in all respects, John FrederickGibson, Pieter Willem Totte and Lee Mark Camfield, have been appointed to theboard of NBF with immediate effect. In addition, Patrick Ridgwell, Jeremy Hamer, Anthony Ridgwell, ChristopherThomas and Simon Barrell have resigned from the board of NBF with immediateeffect. 5. Compulsory Acquisition RGFC announces that it has acquired, or contracted to acquire, not less thannine-tenths in value of the NBF Shares to which the Offer relates and,accordingly, is now entitled and intends to compulsorily acquire the remainingNBF Shares pursuant to sections 428 to 430F of the Companies Act 1985.Accordingly, the board of RGFC has resolved to issue appropriate compulsoryacquisition notices pursuant to s429(4) of the Companies Act 1985. 6. Cancellation of Admission As stated in the Offer Document, it is RGFC's intention to procure that NBF willapply for cancellation of admission of the NBF Shares on AIM. This will takeplace as soon as is practicable following this announcement. 7. Interim Results RGFC will be announcing its interim results for the six months to 30 June 2005 on Thursday 8 September 2005. There will be an analyst presentation on 8 September held at Redleaf Communications, 9-13 St Andrew Street, London EC4A 3AF at 12:30hrs prompt. Enquiries:Andrew DawberNick WestlakeNumis Securities Limited Tel: 020 7776 1500(Financial Adviser to RGFC) Simon ClementsDavid WorlidgeJohn East & Partners Limited Tel: 020 7628 2200(Financial Adviser to NBF) Emma KaneDuncan McCormickRedleaf Communications Ltd Tel: 020 7955 1410(PR Adviser to RGFC) Terms defined in the Offer Document shall have the same meaning in thisannouncement. Numis Securities Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for RGFC andno one else in connection with the Offer and will not be responsible to anyoneother than RGFC for providing the protections afforded to clients of NumisSecurities Limited nor for providing advice in relation to the Offer or inrelation to the contents of this announcement or any transaction or arrangementreferred to herein. John East & Partners Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for NBF andno one else in connection with the Offer and will not be responsible to anyoneother than NBF for providing the protections afforded to clients of John East &Partners Limited nor for providing advice in relation to the Offer or inrelation to the contents of this announcement or any transaction or arrangementreferred to herein. The Offer will not be made, directly or indirectly, and this announcement shouldnot be sent, in or into or from the United States, Canada, Australia, Republicof Ireland or Japan or by use of the mails or by any means or instrumentality(including, without limitation, telephonically or electronically) of interstateor foreign commerce of, or any facilities of a national securities exchange of,any of these jurisdictions and doing so may render invalid any purportedacceptance of the Offer. Accordingly, copies of this announcement and any otherdocument relating to the Offer are not being, and must not be, mailed orotherwise distributed or sent in or into the United States, Canada, Australia,Republic of Ireland or Japan. Any person (including, without limitation,custodians, nominees and trustees) who may have contractual or legalobligations, or may otherwise intend, to forward this announcement to anyjurisdiction outside the United Kingdom should read the relevant provisions ofthe Offer Document before taking any action. The availability of the Offer to persons not resident in the United Kingdom maybe affected by the laws of the relevant jurisdictions in which they are located.Persons who are not resident in the United Kingdom should inform themselvesabout and observe any applicable requirements. This announcement is not intended to and does not constitute, or form part of,an offer or any solicitation of an offer or an invitation to purchase anysecurities. The Offer will be subject to the City Code. Under the rules of the City Code,there are certain dealing disclosure requirements which apply in respect ofdealings in relevant securities during an offer period. An offer period wasdeemed to have commenced by virtue of the announcement on 8 March 2005 that NBFhad received a proposal regarding a possible offer for NBF. As a result, anyperson who, alone or acting together with any other person(s) pursuant to anagreement or understanding (whether formal or informal) to acquire or controlsecurities of RGFC or NBF, owns or controls, or becomes the owner or controller,directly or indirectly of one per cent. or more of any class of securities ofRGFC or NBF is generally required under the provisions of Rule 8 of the CityCode to notify a Regulatory Information Service and the Panel of every dealingin such securities until such time as the offer period ends for the purposes ofthe City Code. If required, any disclosures should be made on an appropriateform by no later than 12 noon London time on the business day following the dateof the dealing transaction. These disclosures should be sent to a RegulatoryInformation Service with a copy sent (by fax or email) to the Panel (fax number+44 (0)20 7236 7013, email: monitoring@disclosure.org.uk). This announcement contains certain statements that are or may beforward-looking. These statements typically contain words such as "intends", "expects", "anticipates", "estimates" and words of similar import. By theirnature, forward-looking statements involve risk and uncertainty because theyrelate to events and depend on circumstances that will occur in the future.There are a number of factors that could cause actual results and developmentsto differ materially from those expressed or implied by such forward-lookingstatements. These factors include, but are not limited to, factors identifiedelsewhere in this announcement as well as the following possibilities: futurerevenues are lower than expected; costs of difficulties relating to theintegration of the businesses of RGFC and NBF, or of other future acquisitions,are greater than expected; expected cost savings from the transaction or fromother future acquisitions are not fully realised or not realised within theexpected time frame; competitive pressures in the industry increase; generaleconomic conditions or conditions affecting the relevant industries, whetherinternationally or in the places where RGFC and NBF do business, are lessfavourable than expected; and/or conditions in the securities market are lessfavourable than expected. This information is provided by RNS The company news service from the London Stock Exchange