Issue of Equity

RNS Number : 4085B

NWF Group PLC

04 March 2014

NWF Group plc

For release on 4 March 2014

NWF Group plc ('NWF' or 'the Group')

NWF Group plc: Update on Acquisition of SC Feeds and Issue of Equity

NWF Group plc ("NWF"), the specialist agricultural and distribution business, announces that it has reached agreement on the final tranche of consideration payable in respect of the acquisition of the entire issued share capital of SC Feeds Ltd ("SC Feeds"), a leading animal feed manufacturer based in Stone, Staffordshire.

As announced previously on 3 December 2013, the total consideration for the acquisition comprised an initial consideration of £6.0m in cash and up to £0.75m to be satisfied by the issue of new ordinary shares of NWF ("NWF Shares"). Following the preparation of completion accounts to determine the final levels of working capital and net debt at SC Feeds, NWF has reached agreement with the vendors of SC Feeds (the "Vendors") that the final tranche of consideration payable in NWF Shares will be £0.56m (the "Equity Consideration"). Consequently the total consideration payable in respect of the acquisition of SC Feeds will be £6.56m.

In accordance with the acquisition agreement, the Equity Consideration will be satisfied by the issue to the Vendors of NWF Shares at a price equating to 148.33 pence per share. Application has been made for 374,340 NWF Shares to be admitted to AIM ("Admission"). Pursuant to the terms of the acquisition agreement, the Vendors have entered into agreements with NWF which prohibit the sale of the new NWF Shares for a period of 12 months from the date of issue.