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NOUMI LIMITED Capital/Financing Update 2013

Sep 15, 2013

65435_rns_2013-09-15_da63855c-70e8-4754-bd37-9dfdd4d0738d.pdf

Capital/Financing Update

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Freedom Foods Group Limited ABN 41 002 814 235 80 Box Road Taren Point NSW 2229

16 September 2013

Company Announcements Office ASX Limited Level 4, 20 Bridge Street Sydney NSW 2000

Freedom Foods Group Limited $27m Placement and $3m Entitlement Offer Announcement

Freedom Foods Group Limited (ASX Code: FNP) is pleased to announce that it has placed approximately 12.9m new FNP fully paid ordinary shares at $2.10 per share ( Placement Shares ) to institutional and sophisticated investors to raise approximately $27m of additional capital ( Placement ).

The Placement Shares will rank equally with the existing ordinary shares from the date of issue except they will not be entitled to receive the dividend of $0.01 announced in August and payable on 1 November 2013. The Placement will be finalised and shares allotted on 24 September 2013.

Mr. Rory Macleod, Managing Director, said “The Placement was significantly oversubscribed with strong demand from a broad range of high quality institutional investors including existing institutional shareholders. We appreciate this continued strong external endorsement of Freedom Foods Group ongoing performance and strategy”

The Placement price of $2.10 price represents a 3.5% discount to the average last 7 days trading price and a 1.6% premium to average last 30 days trading price.

The Placement was arranged by Veritas Securities Limited.

In conjunction with the Placement, the Company is pleased to announce a $3 million, 1 for 89.4 traditional non-renounceable entitlement offer ( Entitlement Offer ) at a price of $2.10 per share ( Offer Price ). The Entitlement Offer will be made on a basis of 1 new FNP fully paid ordinary share ( Entitlement Share ) for every 89.4 existing FNP ordinary share held by eligible shareholders at 7.00pm (Sydney time) on 25 September 2013 ( Record Date ).

The proceeds of the Placement and Entitlement Offer will be used to fund the Company’s growth strategy including acceleration of new capital projects within Freedom Foods and Pactum Australia, new product initiatives, acceleration of international sales activities and additional working capital requirements.

All shareholders with a registered address in Australia and New Zealand will be eligible to participate in the Entitlement Offer.

Placement Shares issued pursuant to the Placement to institutional and sophisticated investors will be issued prior to the Record Date and therefore eligible holders of those shares on the Record Date will be entitled to participate in the Entitlement Offer.

The Entitlement Offer is non-renounceable and entitlements will not be tradeable on the ASX or otherwise transferable. Accordingly, shareholders who do not take up their entitlements will not receive any value for those entitlements and will have their ownership level of FNP diluted.

The Entitlement Offer is to be implemented under section 708AA of the Corporations Act 2001 (Cth), as modified by ASIC Class Order CO08/35.

A document setting out the terms of the Entitlement Offer ( Offer Booklet ) will be lodged with ASX on 1 October 2013. Eligible shareholder will also be sent a copy of the Offer Booklet and a personalised application form on 1 October 2013.

The Entitlement Offer does not require shareholder approval and will not be underwritten. Eligible shareholders may also apply for Entitlement Shares in excess of their entitlement ( Additional Shares ). Applications for Additional Shares will be satisfied to the extent there is a shortfall in the Entitlement Offer. Any such Additional Shares will be allocated at the discretion of the FNP. FNP intends to scale back application on a pro rata basis in the event of excess demand for such Additional Shares. If applications are not received from eligible shareholders for all New Shares, FNP reserves the right to allot those Entitlement Shares at their discretion within 3 months after the close of the Entitlement Offer and at a price no less than the Offer Price.

All Entitlement Shares and Additional Shares will rank equally with existing ordinary FNP shares from the date of issue except they will not be entitled to receive the dividend of $0.01 announced in August and payable on 1 November 2013.

FNP’s largest shareholder, Arrovest Pty Limited, and its related parties will not be eligible to apply for Entitlement Shares in excess of their entitlement.

Change of Dividend Record Date

In order to facilitate the Entitlement Offer, FNP advises a change to the record date for determining entitlements to the final dividend and CRPS dividend from 1 October 2013 to 3 October 2013 for the dividend of $0.01 announced in August and payable on 1 November 2013. As such, FNP’s shares will be quoted on an ex-dividend basis on 27 September 2013.

For further information, please contact:

Rory J F Macleod Managing Director

Freedom Foods Group Limited Tel: +61 2 9526 2555

Indicative Timetable

Event Date
FNP announces Entitlement Offer 16 September 2013
FNP sends notice to shareholders containing the
information in the Appendix 3B
18 September 2013
Ex date 19 September 2013
Record date to identify shareholders entitled to
participate in the Entitlement Offer
7pm (AEST) on 25 September 2013
FNP despatches Offer Booklet to eligible shareholders 1 October 2013
Entitlement Offer opens 1 October 2013
Entitlement Offer closes 5pm (AEST) on 16 October 2013
Notice of under-subscriptions to ASX 21 October 2013
Allotment of new shares under Entitlement Offer 24 October 2013
Commencement of trading on a normal settlement
bases
25 October 2013

The above timetable is indicative only. FNP reserves the right to amend any or all of these dates and times, to accept late applications either generally or, in particular cases, to withdraw the offers without prior notice subject to the Corporations Act, the ASX Listing Rules and other applicable laws. The commencement of quotation of shares is subject to ASX confirmation.