Produce Investments : Offer Wholly Unconditional

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

2 November 2018

Recommended Cash Offer with Unlisted Partial Share and Loan Note Alternative

for

Produce Investments plc

by

April 1983 Bidco Limited

OFFER WHOLLY UNCONDITIONAL

On 15 October 2018, it was announced that April 1983 Bidco Limited ('April 1983'), a Jersey company ultimately owned and controlled by funds managed by Promethean Investments LLP ('Promethean Investments') had on 12 October 2018 posted the Offer Document in respect of 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'). This announcement adopts the terms defined in the Offer Document, unless otherwise indicated.

Offer Unconditional in All Respects

April 1983 is pleased to announce that the acceptance Condition, as set out in the Offer Document, has been satisfied. April 1983 also confirms that all other Conditions in respect of the Offer have been waived or satisfied. Accordingly, April 1983 is pleased to declare the Offer unconditional in all respects.

Level of Acceptances

As at the close of business on 1 November 2018, being the last business day prior to the release of this announcement, April 1983 had received valid acceptances in respect of a total of 21,929,047 Produce Investments Shares, equivalent to 79.89 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 1 November 2018, being the last business day prior to the release of this announcement, April 1983 either owned or had received valid acceptances of the Offer in respect of a total of 25,626,363 Produce Investments Shares, representing approximately 93.36 per cent. of the current issued share capital of Produce Investments, all of which may count towards the satisfaction of the acceptance condition.

As the Offer has been declared unconditional in all respects, it is expected that options held under the Produce Investments Share Option Schemes will now become exercisable, as the change of control provisions contained within such schemes will be 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 0.36 per cent. of the fully diluted share capital of Produce Investments. Participants in the Produce Investments Share Option Schemes will be contacted regarding the effect of the Offer becoming unconditional on their rights, and appropriate proposals will be made to such participants in letters to be sent imminently.

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 28,647,492 Produce Investments Shares.

No Extension to Offer Timetable

The Offer Document stipulated a First Closing Date for receipt of valid acceptances under the Offer of 1:00 p.m. today, 2 November 2018. April 1983 confirms 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 and will not be further extended thereafter. A further announcement relating to acceptances received in respect of the Offer upon first closing will be made in due course.

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

As Promethean Investments has acquired or agreed to acquire Produce Investments Shares which, together with the Produce Investments Shares already beneficially owned by Promethean Investments, carry at least 75 per cent. of the voting rights attaching to the Produce Investments Shares, Promethean Investments intends to procure the making of an application by Produce Investments to the London Stock Exchange for the cancellation of admission to trading on AIM of Produce Investments Shares as soon as possible, and to re-register Produce Investments as a private company as soon as it appropriate to do so under the provisions of the Companies Act. A further announcement as to the timetable for the cancellation of admission to trading on AIM of Produce Investments Shares will be made in due course.

Cancellation would 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, 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 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.

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.compromptly 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.