CRAWSHAW GROUP PLC (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number

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1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document and/or the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services & Markets Act If you have sold or otherwise transferred all of your holding of Ordinary Shares in Crawshaw Group Plc, you should immediately forward this document, together with the accompanying Form of Proxy, as soon as possible, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. However, such documents should not be forwarded to or transmitted in or into the United States, Canada, Australia, Japan or South Africa. If you have sold or transferred only part of your holding in Ordinary Shares in the Company you should retain these documents. The Existing Ordinary Shares are admitted to trading on AIM. Application will be made to the London Stock Exchange for the Subscription Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings for normal settlement in the Subscription Shares will commence at 8.00 a.m. on 26 May The Subscription Shares will on Admission, rank pari passu in all respects with the Existing Ordinary Shares and will rank in full for all dividends and other distributions declared, made or paid in respect of the Existing Ordinary Shares after Admission. The issue of the Subscription Shares pursuant to the Subscription will not constitute an offer to the public requiring an approved prospectus under section 85 of the Financial Services and Markets Act 2000 as amended, and accordingly, this document does not constitute a prospectus for these purposes. CRAWSHAW GROUP PLC (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number Proposed Subscription of 33,794,490 new ordinary shares at 15.2p per share Proposed issue of Warrants Approval of Waiver obligations under Rule 9 of the Takeover Code and Notice of General Meeting Peel Hunt LLP, which is regulated by the Financial Conduct Authority, is acting for the Company and no other person in connection with the Proposals. Peel Hunt LLP's responsibilities as the Company s nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director. No representation or warranty, express or implied, is made by Peel Hunt LLP as to any of the contents of this document and, without limiting the statutory rights of any person to whom this document is issued, no liability whatsoever is accepted by Peel Hunt LLP for the accuracy of any information or opinions contained in this document or for the omission of any material information. Peel Hunt LLP will not be offering advice nor will it be responsible for providing client protections to recipients of this document in respect of the Proposals. THIS DOCUMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR EXCHANGE OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY OR EXCHANGE ANY SECURITY OR TO BECOME A MEMBER OF CRAWSHAW GROUP PLC. NONE OF THE SECURITIES REFERRED TO IN THIS DOCUMENT SHALL BE SOLD, 1

2 ISSUED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. This document should be read as a whole and in its entirety. Your attention is drawn to the letter from the Chairman of the Company which is set out in Part 1 of this document, which contains the unanimous recommendation of the Directors that Shareholders vote in favour of Resolutions 1 to 3 to be proposed at the General Meeting. Notice convening a General Meeting of the Company, to be held at 10 a.m. on 25 May 2017 at 1 Finsbury Circus, London EC2M 7SH, is set out at the end of this document. The action to be taken by Shareholders in respect of the General Meeting is set out on page 18 of this document. Whether or not you intend to attend the General Meeting, you are urged to complete the accompanying Form of Proxy and return it in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received by post or, during normal business hours only, by hand, by the Registrars, Capita Asset Services, at PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4TU, by no later than 10 a.m. on 23 May 2017 (or, in the case of an adjournment of the General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting). The completion and return of a Form of Proxy will not prevent you from attending and voting at the General Meeting in person should you wish to do so. A copy of this document will also be available from the Company s website, This document contains (or may contain) certain forward-looking statements with respect to the Company and certain of its goals and expectations relating to its future financial condition and performance which involve a number of risks and uncertainties. No forwardlooking statement is a guarantee of future performance and actual results could differ materially from those contained in any forward-looking statements. All statements, other than statements of historical facts, contained in this document, including statements regarding the Group s future financial position, business strategy and plans, business model and approach and objectives of management for future operations, are forwardlooking statements. Generally, the forward-looking statements in this document use words such as aim, anticipate, target, expect, estimate, plan, goal, believe, will, may, could, should, future, intend opportunity, potential, project, seek and other words having a similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of changes in interest rates and foreign exchange rates, changes in legislation, changes in consumer habits and other factors outside the control of the Company, that may cause actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. All forward-looking statements contained in this document are based upon information available to the Directors at the date of this document and the posting or receipt of the document shall not give rise to any implication that there has been no change in the facts set forth herein since such date. Investors are urged to read this entire document carefully before making an investment decision. The forward-looking statements in this document are based on the relevant Directors beliefs and assumptions and information only as of the date of this document, and the forward-looking events discussed in this document might not occur. Therefore, investors should not place any reliance on any forward-looking statements. Except as required by law or regulation, the Directors undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future earnings or otherwise. 2

3 CONTENTS Page Expected timetable of principal events 3 Subscription statistics 3 Directors, Company Secretary and Advisers 4 Definitions 5 Letter from the Chairman of Crawshaw Group Plc 9 Additional information on the Concert Party 20 Financial information on the Company 28 Additional information on the Company 30 Notice of General Meeting 38 EXPECTED TIMETABLE OF PRINCIPAL EVENTS 2017 Latest time and date for receipt of completed Forms of Proxy to be valid at the General Meeting General Meeting Announcement of result of General Meeting Admission of Subscription Shares effective a.m. on 23 May a.m. on 25 May 25 May 8.00 a.m. on 26 May SUBSCRIPTION STATISTICS Subscription Price 15.2 p Number of Ordinary Shares in issue prior to the Subscription 79,230,559 Number of Subscription Shares 33,794,490 Number of Ordinary Shares in issue following the Subscription 113,025,049 Subscription Shares as a percentage of Enlarged Share Capital 29.9% Gross proceeds of the Subscription 5,136, Estimated net proceeds of the Subscription Approximately 4.9m Market capitalisation at the Subscription Price following the Subscription 17,179,

4 DIRECTORS, COMPANY SECRETARY AND ADVISERS Directors Richard Rose (Chairman) Noel Collett (CEO) Alan Richardson (CFO) Mark Naughton-Rumbo (Non-Executive Director) Ken McMeikan (Non-Executive Director) Jim McCarthy (Non-Executive Director) Registered Office Company Secretary Nominated Adviser and Broker Unit 4 Sandbeck Way Hellaby Industrial Estate Rotherham S66 8QL Alan Richardson Unit 4 Sandbeck Way Hellaby Industrial Estate Rotherham S66 8QL Peel Hunt LLP Moor House 120 London Wall London EC2Y 5ET Solicitors to the Company Registrar Stephenson Harwood LLP 1 Finsbury Circus London EC2M 7SH Capita Asset Services The Registry 34 Beckenham Road Beckenham Kent BR3 4TU 4

5 DEFINITIONS The following definitions apply throughout this document, the accompanying Form of Proxy, unless the context requires otherwise: 2 Sisters has the meaning give to it in paragraph 1.1 of Part 1 of this document Act Admission AFL AIM AIM Rules Board or Directors Boparan Private Office Business Day Closing Price Concert Party Company DTR Enlarged Share Capital the Companies Act 2006 (as amended) the admission of the Subscription Shares to trading on AIM becoming effective in accordance with the AIM Rules Amber Foods Limited, a Jersey registered company with number 98471, a subsidiary of Boparan Holdings Limited AIM, a market operated by the London Stock Exchange the AIM Rules for Companies published by the London Stock Exchange from time to time the directors of the Company whose names are set out on page 4 of this document the office which administers companies owned by Ranjit Boparan and Baljinder Boparan which are not within 2 Sisters a day not being a Saturday, Sunday or public holiday in England on which clearing banks are open for business in the City of London the closing middle market quotation of the Existing Ordinary Shares, as derived from the Daily Official List of the London Stock Exchange the Concert Party for the purposes of the Takeover Code, the members of which are the Subscribers being Invest Co 1 and Stephen Henderson, further details of which are set out in paragraphs 2 and 4 of Part 2 of this document Crawshaw Group Plc Disclosure Guidance and Transparency Rules the issued ordinary share capital of the Company as enlarged by the issue of the Subscription Shares Existing Ordinary Shares the 79,230,559 existing Ordinary Shares as at 8 May 2017 (being the latest practicable date prior to publication of this document) FCA the Financial Conduct Authority (and its predecessor, the Financial Services Authority) in its 5

6 capacity as the competent authority for the purposes of Part VI of FSMA Form of Proxy FSMA the form of proxy for use by Shareholders in connection with the General Meeting and accompanying this document the Financial Services and Markets Act 2000 (as amended) General Meeting the general meeting of the Company to be held at 1 Finsbury Circus, London EC2M 7SH at 10 a.m. on 25 May 2017, or any adjournment thereof, notice of which is set out at the end of this document Group Independent Shareholders Invest Co 1 Lock-in Deed London Stock Exchange Notice of the General Meeting Ordinary Shares Panel Peel Hunt Proposals Prospectus Rules Public Record Registrar the Company and its subsidiary undertakings the Shareholders other than the members of the Concert Party Invest Co 1 Limited, a limited liability company, incorporated and registered in England and Wales with company number the deed dated 26 April 2017 and entered into by each of the Subscribers together with the Company and Peel Hunt, relating to the restrictions on disposals of their Ordinary Shares for a period following Admission and the terms of which are summarised in paragraph 11.2 of Part 1 of this document London Stock Exchange plc the notice of the General Meeting set out at the end of this document the ordinary shares of 5 pence each in the share capital of the Company The Panel on Takeovers and Mergers Peel Hunt LLP, the Company s nominated advisor and broker in connection with the Proposals and Waiver the Subscription and the issue of the Warrants the prospectus rules made by the FCA in exercise of its functions as competent authority pursuant to Part VI of FSMA, as amended from time to time information which is in the public domain and which includes, without limitation, all information accessed on and all information available on Company s website on Capita Asset Services, a trading name of Capita Registrars Limited 6

7 Relationship Agreement Resolutions Rule 9 the relationship agreement dated 26 April 2017 and entered into between the Company, Invest Co 1 and Peel Hunt as summarised in paragraph 11.1 of Part 1 of this document the resolutions to be proposed at the General Meeting, as set out in the Notice of General Meeting and Resolution shall be a reference to any one of them Rule 9 of the Takeover Code Shareholders the holders of Existing Ordinary Shares and Shareholder shall mean any one of them Subscribers Subscription Subscription Agreement Subscription Price Subscription Shares Supply Agreement Takeover Code United States or US Waiver Warrants Invest Co 1 and Stephen Henderson the conditional subscription by the Subscribers of the Subscription Shares pursuant to the terms of the Subscription Agreement the letter agreement dated 26 April 2017 entered into between each of the Subscribers and the Company in respect of the Subscription the price at which the Subscription Shares are to be issued and allotted pursuant to the Subscription, being 15.2 pence per Subscription Share the 33,794,490 new Ordinary Shares to be issued by the Company to the Subscribers pursuant to the Subscription the supply agreement dated 26 April 2017 between the Company and AFL described at paragraph 2.2 of Part 1 of this document The City Code on Takeovers and Mergers the United States of America the waiver granted by the Panel (subject to the passing of the Whitewash Resolution) in respect of any obligation of the Concert Party (or any of its members) to make a mandatory general offer pursuant to Rule 9 as a result of the issue and exercise of the Warrants, as more particularly described in paragraph 8 of Part 1 of this document the 45,436,069 warrants over Ordinary Shares to be issued to Invest Co 1 pursuant to the terms of the Warrant Instrument conditional upon the passing of the Whitewash Resolution and completion of the Subscription and exercisable at a price of 15.2p per Warrant Warrant Instrument the deed poll instrument of the Company dated 26 April 2017 pursuant to which the Warrants will be issued to Invest Co 1 upon completion of the Subscription 7

8 Whitewash Resolution the ordinary resolution of the Independent Shareholders concerning the Waiver to be proposed and held on a poll at the General Meeting and set out in the Notice of General Meeting as Resolution 1 8

9 PART 1 LETTER FROM THE CHAIRMAN CRAWSHAW GROUP PLC (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number ) Directors: Richard Rose (Chairman) Noel Collett (CEO) Alan Richardson (CFO) Mark Naughton-Rumbo (Non-Executive Director) Ken McMeikan (Non-Executive Director) Jim McCarthy (Non-Executive Director) Registered Office: Unit 4 Sandbeck Way Hellaby Industrial Estate Rotherham S66 8QL 9 May 2017 To holders of Ordinary Shares and, for information only, to the holders of options over Ordinary Shares Dear Shareholder, Subscription of 33,794,490 new Ordinary Shares to raise 5,136, Proposed issue of Warrants Approval of waiver of obligations under Rule 9 of the Takeover Code and Notice of General Meeting 1 Introduction 1.1 As announced on 26 April 2017, the Company entered into a supply chain partnership with the 2 Sisters Food Group ("2 Sisters"), one of Europe's largest meat and food producers and indirectly owned by Ranjit Boparan and Baljinder Boparan. The Company has subsequently entered into the Subscription Agreement with the Subscribers and agreed to issue the Warrants to Invest Co 1 subject inter alia, to Shareholder approval as detailed below. Invest Co 1 Limited is not part of 2 Sisters but is a separately owned company administered by the 9

10 Boparan Private Office. The Subscribers have agreed to subscribe for 33,794,490 Subscription Shares pursuant to the Subscription, subject to the passing of the Resolutions. The Subscription Price represents a 48.9 per cent. discount to the Closing Price of pence per Existing Ordinary Share on 8 May 2017 (being the latest practicable date prior to publication of this document). The Subscription Price represents the market price when the partnership was being structured. 1.2 The Directors currently have existing authorities to allot shares and disapply preemption rights under section 551 and section 570 of the Act which were obtained at the Company s Annual General Meeting held on 29 June However, these would be insufficient to enable the Company to allot and issue the full amount of Subscription Shares and Warrants pursuant to the Proposals. Accordingly, the Proposals are conditional upon, amongst other things, the Directors obtaining appropriate Shareholder authorities at the General Meeting to allot the Subscription and Warrants Shares and to disapply statutory pre-emption rights which would otherwise apply to such allotment. 1.3 The Concert Party comprises Invest Co 1 and Stephen Henderson. Invest Co 1 is an investment company controlled by Mr Ranjit Boparan and Mrs Baljinder Boparan. Stephen Henderson is a director of Invest Co 1 as well as the CFO of the Boparan Private Office and is acting in concert with Invest Co 1 for the purposes of the Takeover Code. As at 8 May 2017 (being the latest practicable date prior to publication of this document), neither member of the Concert Party had any interest in the Company s existing issued ordinary share capital. 1.4 The terms of the Proposals give rise to certain considerations under the Takeover Code as a result of the proposed issue of Warrants to Invest Co 1. The Subscription will result in the Concert Party holding an aggregate shareholding in the Company of 29.9 per cent. of the Enlarged Share Capital. The issue of the Warrants to Invest Co 1 would mean that, if exercised (and assuming no other new Ordinary Shares are issued prior to any such exercise), the Concert Party's aggregate shareholding would increase to 79,230,559 Ordinary Shares, representing 50 per cent. of the then further enlarged share capital of the Company. Accordingly, the Board is also seeking the approval of the Independent Shareholders of the Waiver which the Panel has agreed with the Company to grant, subject to the passing of the Whitewash Resolution by the Independent Shareholders at the General Meeting, of any obligation of the Concert Party (or any of its members) to make a mandatory general offer to Shareholders under Rule 9 on exercise of the Warrants, as more fully set out in paragraphs 7 and 8 of this Part If the Resolutions are not approved by Shareholders at the General Meeting, the Proposals will not proceed. Subject to the Resolutions being passed at the General Meeting and any other relevant conditions being satisfied (or, if applicable, waived), it is expected that the Subscription Shares will be admitted to trading on AIM at 8.00 a.m. on 26 May Further details regarding the Proposals are set out at paragraphs 2 and 3 of this Part The purpose of this document is to (i) outline the reasons for, and provide further information on, the proposed Proposals and Waiver, (ii) explain why the Directors believe the Proposals and the Waiver to be in the best interests of the Company 10

11 and its Shareholders as a whole and (iii) seek your approval for the Resolutions to be proposed at the General Meeting. As such the Directors unanimously recommend that the Independent Shareholders vote in favour of the Resolutions, in each case as they intend to do in respect of their own beneficial holdings of Existing Ordinary Shares amounting, in aggregate, to 5,816,003 Existing Ordinary Shares, representing approximately 7.35 per cent. of the existing issued ordinary share capital of the Company. 1.7 At the end of this document, you will find a Notice of the General Meeting setting out the Resolutions to be proposed at the General Meeting to approve the Waiver, the allotment of Subscription Shares and the Warrants and the disapplication of statutory pre-emption rights for the purposes of the Proposals. The General Meeting has been convened for 10 a.m. on 25 May 2017 and will take place at 1 Finsbury Circus, London EC2M 7SH. The actions that you should take to vote on the Resolutions are set out in paragraph 13 of this Part 1 and the recommendation of the Directors is set out in paragraph 14 of this Part 1. 2 Background to and reasons for the Proposals 2.1 The Board of Crawshaw entered into the Proposals and the Supply Agreement as it sees the partnership with Mr Boparan as a long term commercial and strategic opportunity to scale its business faster and more successfully than it is currently able. Crawshaw regard the potential equity investment positively as it underpins the security and broadening of supply under the Supply Agreement, and the true symbiotic nature of the partnership. Mr Boparan believes that this partnership complements corporate social responsibility policies and the aim to reduce levels of quality food that would otherwise go to waste and provides a number of business opportunities in the future. 2.2 The Supply Agreement provides the Company with immediate access to increased volumes of continuity and surplus fresh poultry produce below the Company s current buying prices. The Company will use its vertically integrated capability to handle supply/demand imbalances across the poultry and added-value range. The Supply Agreement provides a scalable supply to complement the current spotmarket buying model and the increased UK supply provides protection from exchange rate risk. Crawshaw customers greatly value the opportunity to purchase quality promotional products and this partnership will greatly enhance Crawshaw ability to run such promotions. The Company is therefore set to benefit from incremental sales / margin growth and 2 Sisters is set to benefit from the reduction in supply/demand imbalance. Customers of the Company will benefit from an expanded range of quality fresh produce at competitive prices and exciting promotional volumes across the wider store estate. There will be more frequent delivery slots to the central Company factory and stores, which will improve product availability and customer satisfaction. 2.3 The Supply Agreement was entered into on 26 April 2017 between the Company and a subsidiary of 2 Sisters, Amber Foods Limited ("AFL"). The agreement will run for a period of three years. Pursuant to the agreement AFL has been appointed by 2 Sisters to supply certain meat, poultry and other grocery items, 11

12 either produced at a 2 Sisters production site or procured from an approved third party supplier, to the Company for its onward sale to its customers. The agreement provides for AFL to supply certain contracted volumes of products to the Company and additionally grants the Company the right of first refusal to purchase goods arising from supply/demand imbalances. Further details of the Supply Agreement are set out in paragraph 6.1(a) of Part 4. The agreement will run for a minimum of two years (one year minimum plus twelve months' notice) and a twelve month notice provision thereafter. 3 Use of proceeds 3.1 The Company intends to use the Subscription proceeds to restart its accelerated new store opening programme, with a focus on factory shop locations, meaning more new customers in new geographical locations are set to benefit. 3.2 The Crawshaw factory outlet format is proving to be extremely successful, being very popular with customers and with attractive returns on investment. The Board believes there are significant opportunities to open further such outlets across the UK, which this long term commercial and strategic partnership underpins. The Company will also continue to appraise future growth opportunities available to it. 4 Current trading and prospects 4.1 Current trading is in line with management expectations and the Company continues to build on the improvements from the last six months. The Company has a clear value proposition, underpinned by a vertically integrated concept which differentiates the retail offering. The subscription proceeds will provide a catalyst for accelerated growth in the factory shop concept. 5 The Subscription and Warrants 5.1 The Subscription comprises subscriptions by Invest Co 1 and Stephen Henderson. The Subscription Shares will represent approximately 42.7 per cent. of the Existing Shares and 29.9 per cent. of the Enlarged Share Capital. The Subscription Price represents a discount of approximately 49.8 per cent. to the closing mid-market price of pence per existing Ordinary Share on 25 April 2017, being the last trading day immediately preceding the date of the Subscription Letter. When issued, the Subscription Shares will be fully paid and will rank pari passu in all respects with the Existing Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue. The Subscription is conditional upon Admission of the Subscription Shares, passing of the Resolutions at the General Meeting and granting of the Waiver by the Panel. 5.2 Pursuant to the terms of the Warrant Instrument, the Company will issue the Warrants to Invest Co 1 to subscribe for a further 45,436,069 Ordinary Shares (being such number of new Ordinary Shares as would increase the aggregate holding of Ordinary Shares of the Subscribers on completion of the Subscription to such number of Ordinary Shares as equals 50 per cent. of the Enlarged Share Capital). The Warrants are exercisable by Invest Co 1 (i) once only and over all, and not some only, of the Warrants; (ii) at any time in the period between the 12

13 first and second anniversaries of completion of the Subscription provided that the closing mid-market share price of the Ordinary Shares as traded on AIM has been above 40p for at least five consecutive trading days immediately prior to the date of the notice of exercise of the Warrants; and (iii) at an exercise price of 15.2p per Warrant. Whilst the Warrants remain in issue, the Company will agree that it shall not issue any further Ordinary Shares unless Invest Co 1 Limited is offered the opportunity to participate in the issue on the same terms as any other participant as if they were the holders of shares having exercised the Warrants in full before the date of the relevant issue. Admission, settlement and dealings 5.3 The Subscription Shares will on Admission, rank pari passu in all respects with the Existing Ordinary Shares and will rank in full for all dividends and other distributions declared, made or paid in respect of the Existing Ordinary Shares after Admission. Application will be made to the London Stock Exchange for the Subscription Shares to be admitted to trading on AIM. Subject to certain conditions, it is expected that Admission will become effective and that dealings in respect of such Subscription Shares will commence at 8.00 a.m. on 26 May Takeover Code 6.1 The issue of the Warrants gives rise to certain considerations under the Takeover Code. Brief details of the Panel, the Takeover Code and the protection they afford are given below. 6.2 The Takeover Code is issued and administered by the Panel. The Company is a company to which the Takeover Code applies and, as such, its Shareholders are entitled to the protections afforded by the Takeover Code. The Takeover Code and the Panel operate principally to ensure that the shareholders of a company are treated fairly and are not denied an opportunity to decide on the merits of a takeover. The Takeover Code also provides an orderly framework in which takeovers are conducted. 6.3 Under Rule 9, where any person acquires, whether by a series of transactions over a period of time or not, an interest (as defined in the Takeover Code) in shares which (taken together with shares in which he is already interested and in which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, that person, and any person acting in concert with him, is normally required by the Panel to make a general offer in cash to all of the remaining shareholders to acquire the remaining shares in that company not held by him and/or his concert party. 6.4 Rule 9 further provides that, where any person, together with any persons acting in concert with him, is interested in shares which, in aggregate, carry not less than 30 per cent. but does not hold shares carrying more than 50 per cent. of a company s voting rights, a general offer will normally be required if any further interest in shares is acquired by any such person, or any person acting in concert with him. 13

14 6.5 An offer under Rule 9 must be in cash and at the highest price paid by the person required to make the offer, or any persons acting in concert with him, for any interest in shares in the company during the 12 months preceding the date of the announcement of such offer. 6.6 Rule 9 of the Takeover Code further provides, amongst other things, that where any person who, together with persons acting in concert with him, holds over 50 per cent. of the voting rights of a company and acquires an interest in shares which carry additional voting rights, then they will not normally be required to make a general offer to the other shareholders to acquire their shares. However, the Panel may deem an obligation to make an offer to have arisen on the acquisition by a single member of a concert party of an interest in shares sufficient to increase his individual holding to 30 per cent. or more of a company s voting rights or, if he already holds more than 30 per cent. but less than 50 per cent. an acquisition which increases his shareholdings in that company. 6.7 Under the Takeover Code, a concert party arises where persons acting together pursuant to an agreement or understanding (whether formal or informal), cooperate to obtain or consolidate control, or to frustrate the successful outcome of an offer for a company, subject to the Takeover Code. Control means an interest, or interests, in shares carrying, in aggregate, 30 per cent. or more of the voting rights of a company, irrespective of whether such interest or interests give de facto control. The members of the Concert Party are deemed to be acting in concert for the purposes of the Takeover Code. 7 Potential voting rights of the Concert Party 7.1 As at 8 May 2017 (being the latest practicable date prior to publication of this document), no member of the Concert Party has any interest in any Existing Ordinary Shares. 7.2 On completion of the Subscription and Waiver, the Concert Party s aggregate interest in the Ordinary Shares will be 33,794,490 Ordinary Shares, representing approximately 29.9 per cent. of the Enlarged Share Capital, which will be held as to 33,594,490 Ordinary Shares by Invest Co 1 and 200,000 Ordinary shares by Stephen Henderson. 7.3 Subject to the passing of the Resolutions and completion of the Subscription, the Company has agreed to issue the Warrants to Invest Co 1. If the Warrants are exercised in accordance with their terms, a further 45,436,069 new Ordinary Shares would be issued to Invest Co 1 which would increase the Concert Party's aggregate shareholding to 79,230,559 Ordinary Shares which would represent (assuming no other new Ordinary Shares are issued prior to any such exercise) exactly 50 per cent. of the then further enlarged issued share capital of the Company 7.4 Further details concerning the Concert Party are set out in Part 2 of this document. 14

15 8 Waiver and Whitewash Resolution 8.1 Under Note 1 of the Notes on the Dispensations from Rule 9, the Panel may waive the requirement for a general offer to be made in accordance with Rule 9 if, amongst other things, the shareholders of a company who are independent of the person who would otherwise be required to make an offer, and any person acting in concert with him, pass an ordinary resolution on a poll at a general meeting or by way of a written resolution approving such a waiver. 8.2 The Panel has agreed, subject to the passing of the Whitewash Resolution by the Independent Shareholders on a poll at the General Meeting, to waive the obligation of the Concert Party, collectively and/or individually, to make a mandatory offer for the Ordinary Shares not already owned by it or persons connected with it as would otherwise arise following completion of the Subscription in the event of the exercise of the Warrants. Accordingly, the Company proposes that the Independent Shareholders waive the obligation on the Concert Party to make a mandatory general offer under Rule 9 which would otherwise arise in the event of the subsequent exercise of the Warrants by Invest Co To be passed, the Whitewash Resolution will require a simple majority of the votes cast on a poll vote. As the Waiver must be approved by the Independent Shareholders, the Concert Party is not able to vote on the Whitewash Resolution. As at 8 May 2017 (being the latest practicable date prior to publication of this document), neither member of the Concert Party had any interest in the Company s existing issued ordinary share capital. 8.4 The Concert Party will not be restricted from making a subsequent offer in the future for the Company in the event that the Waiver is approved by Independent Shareholders. However, any further increase in the interests in Ordinary Shares held by the Concert Party will be subject to the provisions of Rule For the avoidance of doubt, the Waiver, which is valid only for so long as the authority granted pursuant to the Waiver Resolution remains in force, applies only in respect of increases in shareholdings of the Concert Party resulting from the exercise of the Warrants and not in respect of other increases in its holdings. 8.6 The Waiver will be invalidated if any purchases of Ordinary Shares are made by any member of the Concert Party in the period between the date of this document and the General Meeting. 9 Independent Advice 9.1 Peel Hunt has provided advice to the Directors, in accordance with the requirements of paragraph 4(a) of Appendix 1 of the Takeover Code, in relation to the Proposals and Waiver. 9.2 The advice in paragraph 9.1 above was provided by Peel Hunt to the Directors of the Company only and, in providing such advice, Peel Hunt has taken into account the Directors commercial assessments. 15

16 9.3 The Directors, who have been so advised by Peel Hunt, consider the terms of the Proposals and Waiver, to be fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole. In providing such advice, Peel Hunt has taken into account the Directors commercial assessments. 10 Intentions of the Concert Party regarding the Company s business 10.1 The members of the Concert Party support the strategic goal of the Company as described in paragraph 2 of this Part 1. The Concert Party believes that there will be mutual benefit in the successful implementation of that strategy and by the joint development of opportunities to grow shareholder value. The Concert Party does not intend to be involved in the day to day management or operation of the Company's business. In addition to entering into a Relationship Agreement with the Company, further details of which are contained in paragraph 11.1 of this Part 1, Invest Co 1 has confirmed to the Company that, save for the appointment of Stephen Henderson upon completion of the Subscription as a non-executive Director and Ranjit Boparan acting as an advisor to the Board, it is not proposing to seek any other change in the composition of the Board or to the general nature or to any other aspect of the Company s business, and that the business of the Group should, subject to the strategic goal of the Company as described in paragraph 2 of this Part 1 being adopted, continue to be run in substantially the same manner as at present and in line with the Company s strategy Invest Co 1 has further confirmed that, as at 8 May 2017 (being the latest practicable date prior to publication of this document), it does not have any intentions regarding the Company s business that would affect: (a) (b) (c) (d) (e) (f) (g) the strategic plans of the Company; the continued employment of any of the Group s employees and management (including any material change to the conditions of employment); any employer contributions into the Company s pension scheme (including with regard to current arrangements for the funding of any scheme deficit), the accrual of benefits for existing members and the admission of new members; any form of incentivisation arrangements with members of the Company s management who are interested in the Ordinary Shares of the Company; the locations of the Company s business or operating subsidiaries; the redeployment of the fixed assets of the Company; or the maintenance of any existing trading facilities in respect of the Ordinary Shares, although, in the long-term, Invest Co 1 would expect to be consulted by the Company regarding each of the above matters in its capacity as the Company s largest shareholder and the outcome of which consultation may affect some of 16

17 the above matters. In the case of Stephen Henderson, he has confirmed that, in his capacity as a member of the Concert Party but not in his capacity as a proposed director of the Company, he does not have any current intentions in the long-term regarding the Company s business that would affect the matters described above. 11 Relationship Agreement and Lock-in 11.1 Invest Co 1 has entered into a relationship agreement dated 26 April 2017 with the Company and Peel Hunt (the Relationship Agreement ), conditional on Admission occurring. The purpose of the Relationship Agreement is to ensure that, for so long as Invest Co 1 holds 10 per cent. or more of the issued voting share capital of the Company, the relationship between the Company and Invest Co 1 is appropriately regulated between them to ensure that, amongst other things, (a) the Group will be capable at all times of carrying on its business independently of Invest Co 1 (and/or its associates) and (b) all transactions, arrangements, relationships and arrangements entered into between Invest Co 1 (and/or its associates) and the Group will only be made on an arm s length basis and on normal commercial terms The Subscribers have entered into a Lock-in Deed with the Company and Peel Hunt dated 26 April 2017, whereby they have each agreed that they shall not (and will procure that any of their associates shall not) effect (or enter into any agreement to effect) a transfer or disposal of their Ordinary Shares for a period beginning upon Admission and ending 6 months after the earlier of the exercise or the lapse of the Warrants, and for a further 6 month period thereafter, will only be able to sell any Ordinary Shares through the Company's broker in order to maintain an orderly market in the Ordinary Shares. The Lock-in Deed is subject to certain limited carve-outs which include, inter alia, transfers made: i) with the prior written approval of the Company and Peel Hunt; ii) to any of the Subscribers' associates (provided that the applicable transferee agrees with the Company and Peel Hunt prior to any such transfer to be bound by the terms of the Lock-in Deed); iii) pursuant to acceptance of an offer to acquire all of the shares in the Company made in accordance with the Takeover Code; and iv) in the event of an intervening court order. 12 General meeting 12.1 The Directors currently have existing authorities to allot shares and disapply preemption rights under section 551 and section 570 of the Act which were obtained at the Company s Annual General Meeting held on 29 June However, these would be insufficient to enable the Company to allot and issue the full amount of Subscription Shares pursuant to the Subscription and to issue the Warrants Accordingly, in order for the Company to allot and issue the Subscription Shares and the Warrants, the Company needs to first obtain approval from its Shareholders to grant to the Board additional authority to allot the Subscription Shares and Warrants and disapply statutory pre-emption rights which would otherwise apply to such allotment and issue. In addition to the Whitewash Resolution described at paragraph 8 above, the Company is therefore also seeking Shareholder authority to increase the Director s general authority to allot 17

18 securities and disapply pre-emption rights pursuant to sections 551 and 570 of the Act respectively Set out at the end of this document is a notice convening the General Meeting of the Company to be held at 1 Finsbury Circus, London EC2M 7SH on 25 May 2017 at 10 a.m., at which the Resolutions will be proposed. Please note that the summary and explanation set out below is not the full text of the Resolutions and Shareholders should read the full text of the Resolutions as set out in the Notice of General Meeting before returning their Forms of Proxy The Resolutions are all inter-conditional such that if any Resolution is not passed by Shareholders at the General Meeting, the Subscription, issue of the Warrants and Waiver will not proceed. The Resolutions can be summarised as follows: (a) (b) (c) Resolution 1 this will be proposed as an ordinary resolution (to be taken on a poll of the Independent Shareholders voting in person and by proxy) and seeks the approval of the Independent Shareholders to waive the obligation on the Concert Party which would otherwise arise under Rule 9 as a result of the issue and exercise of the Warrants; Resolution 2 this will be proposed as an ordinary resolution and seeks the approval of Shareholders to authorise the Directors to allot the Subscription Shares and issue the Warrants; and Resolution 3 this will be proposed as a special resolution and seeks the approval of Shareholders to authorise the Directors under section 570 of the Act and to disapply pre-emption rights in connection with the allotment of the Subscription Shares and the issue of the Warrants Save in respect of the allotment of the Subscription Shares and issue of the Warrants, the grant of options to employees under employee share plans or other similar incentive arrangements and pursuant to any exercise of the Warrants and existing options in respect of Ordinary Shares, the Directors have no current intention to allot shares, or rights to subscribe or convert into shares, in the capital of the Company. 13 Actions to be taken 13.1 Whether or not you propose to attend the General Meeting in person, you are urged to complete, sign and return your Form of Proxy in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received, by post or, during normal business hours only, by hand, by the Registrar, Capita Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4TU, by no later than 10 a.m. on 23 May 2017 (or, in the case of an adjournment of the General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any part of a day that is not a Business Day)). If you are posting your completed Form of Proxy in the UK, you may do so using the reply-paid card printed on the reverse of the Form of Proxy Appointing a proxy in accordance with the instructions set out above will enable your vote to be counted at the General Meeting in the event of your absence. 18

19 The completion and return of the Form of Proxy will not prevent you from attending and voting at the General Meeting, or any adjournment thereof, in person should you wish to do so. 14 Recommendation 14.1 The Directors, who have been so advised by the Company s financial adviser, Peel Hunt, consider the terms of the Proposals and Waiver to be fair and reasonable and in the best interests of Independent Shareholders and of the Company as a whole. In providing its advice to the Directors, Peel Hunt has taken into account the Directors commercial assessments. Accordingly, the Directors recommend that the Independent Shareholders vote in favour of the Whitewash Resolution (Resolution 1) and the share authority resolutions (Resolutions 2 and 3) at the General Meeting as they intend to do in respect of their entire holdings which amount to interests in 5,816,003 Ordinary Shares, representing approximately 7.35 per cent. of the Existing Ordinary Shares. Yours faithfully Richard Rose Chairman 19

20 PART 2 ADDITIONAL INFORMATION ON THE CONCERT PARTY The information set out in this Part 2, which relates to the members of the Concert Party, has been accurately reproduced from information provided by the members of the Concert Party. As far as the Company is aware, and is able to ascertain from information provided by the Concert Party, no facts have been omitted which would render the information in this Part 2 inaccurate or misleading. 1 Responsibility statement For the purposes of Rule 19.2 of the Takeover Code only, the directors of Invest Co 1 (including Stephen Henderson), whose names appear in paragraph 5 of this Part 2, accept responsibility for the information contained in this document (including any expressions of opinion) relating to the members of the Concert Party and their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of those directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document relating to the Concert Party is in accordance with the facts and does not omit anything likely to affect the import of such information. 2 Information on Invest Co Invest Co 1 Limited is a holding company for a group of companies engaged in food production and restaurants. The shareholders of Invest Co 1 and their respective percentage shareholdings as at 8 May 2017 (being the latest practicable date prior to the date of this document) are set out in the table below: Name Percentage shareholding in Invest Co 1 (%) Ranjit Boparan 50 Baljnder Boparan 50 3 Information on Ranjit Boparan and Baljinder Boparan 3.1 Ranjit Boparan founded 2 Sisters in 1998 and has more than 25 years' experience in the food industry. Ranjit is particularly skilled at growing businesses, both organically and through acquisition. Acquisitions include Giraffe restaurants by the Boparan Private Office and Northern Foods plc by Boparan Holdings Limited. Ranjit and his wife Baljinder Boparan are the sole ultimate shareholders of Boparan Holdings Limited, the holding company for 2 Sisters Food Group. 3.2 Baljinder Boparan founded 2 Sisters with her husband Ranjit in Baljinder also plays a major role as a trustee of the Boparan Charitable Trust, raising significant sums to help disabled and disadvantaged children throughout the UK. 20

21 4 Information on Stephen Henderson Stephen Henderson is CFO for the Boparan Private Office and a director of Invest Co 1. He was previously CFO of Boparan Holdings Limited until 2014 and prior to that held a number of senior finance roles at Northern Foods plc, including acting as CFO of Northern Foods plc when it was acquired by Boparan Holdings Limited in Directors The directors of Invest Co 1 are as follows: Ranjit Boparan Julia Charles Tolla Curle Graham Edwards Stephen Henderson Michael Masters Director Director Director Director Director Director 6 Incorporation and registered office Invest Co 1 Limited is a private company limited by shares incorporated and registered in England & Wales with company registration number and its registered and principal office address is at Colmore Court, 9 Colmore Row, Birmingham, West Midlands B3 2BJ. 7 Share Capital As at 8 May 2017 (being the latest practicable date prior to publication of this document), the share capital of Invest Co 1 Limited comprised 1,000,000 ordinary shares of 1.00 each. 8 Disclosure of interests and dealings in shares Definitions For the purposes of this paragraph 8 and paragraph 2 of Part 4 of this document: (a) (b) (c) acting in concert means any such person acting or deemed to be acting in concert as such expression is defined in the Takeover Code; arrangement includes any indemnity or option arrangements, and any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities which may be an inducement to deal or refrain from dealing; associate of any company means: 21

22 (i) (ii) (iii) (iv) (v) (vi) its parent (if any), subsidiaries, fellow subsidiaries, associated companies, and companies of which any such parent, subsidiaries, fellow subsidiaries or associated companies are associated companies (for this purpose, ownership or control of 20 per cent. or more of the equity share capital of a company is regarded as the test of associated company status); its connected advisers and persons controlling, controlled by or under the same control as such connected advisers; its directors and the directors of any company covered in (i) above (together, in each case, with their close relatives and related trusts); its pension funds or the pension funds of any company covered in (i) above; employee benefit trust or the employee benefit trust of any company covered in (i) above; and a company having a material trading agreement with any company covered in (i) above; (d) (e) connected adviser has the meaning attributed to it in the Takeover Code; connected person has the meaning attributed to it in section 252 of the Act; (f) control means a holding, or aggregate holdings, of shares carrying 30 per cent. or more of the voting rights attributable to the share capital of a company which are currently exercisable at a general meeting, irrespective of whether the holding or aggregate holding gives de facto control; (g) dealing or dealt includes the following: (i) (ii) (iii) (iv) the acquisition or disposal of equity securities, or the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attached to equity securities, or of general control of equity securities; the taking, granting, acquisition, disposal, entering into, closing out, termination, exercise (by either party) or variation of an option (including a traded option contract) in respect of any equity securities; subscribing or agreeing to subscribe for equity securities; the exercise or conversion of any equity securities carrying conversion or subscription rights (whether in respect of new or existing securities); 22