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

20 JUNE 2019

Recommended Offer

by

Port Invest B.V.

for

Nature Group Plc

CLOSING OF OFFER, UPDATE AS TO LEVEL OF ACCEPTANCES AND

INITIATION OF COMPULSORY ACQUISITION PRODECURE

On 22 January 2019, it was announced that the Independent Directors of Nature Group Plc ("Nature Group") and the Board of Directors of Port Invest B.V. ("Port Invest") had reached an agreement on the terms of a recommended cash offer to be made by Port Invest for the entire issued and to be issued share capital of Nature Group.

On 19 February 2019, Port Invest published an offer document (the "Offer Document") setting out the full terms and conditions of its cash offer to acquire the entire issued and to be issued share capital of Nature Group (the "Offer") other than the shares already held by Port Invest.  Defined terms used but not defined in this announcement have the same meanings as set out in the Offer Document.

On 13 March 2019, it was announced that the Offer had become unconditional as to acceptances and on 27 March 2019, the Offer was declared wholly unconditional in all respects. On 6 June 2019, it was announced that the Offer was being extended and would remain open for acceptances until 1.00 p.m. (London time) on 19 June 2019, when it would close. 

Accordingly, Port Invest announces that the Offer is now closed.

LEVEL OF ACCEPTANCES

As at 1.00 p.m. (London time) on 19 June 2019, valid acceptances had been received by or on behalf of Port Invest in respect of a total of 54,284,168 Nature Group Shares (representing approximately 68.47 per cent. of the issued share capital of Nature Group and 90.05 per cent. of the Nature Group Shares to which the Offer relates).

The references to the issued share capital of Nature Group in this announcement are based on a figure of 79,280,655 Nature Group Shares in issue on 19 June 2019.

INITIATION OF COMPULSORY ACQUISITION PROCEDURE

As Port Invest has now, by virtue of acceptances of the Offer, acquired or unconditionally contracted to acquire not less than 90 per cent in nominal value of the Nature Group Shares to which the Offer relates, pursuant to Part 18 of the Jersey Companies Law, Port Invest is entitled to acquire compulsorily all the remaining Nature Group Shares for which acceptances have not yet been received.

Accordingly, Port Invest announces that it shall shortly begin implementation of the compulsory acquisition procedure to acquire the remaining Nature Group Shares pursuant to Part 18 of the Jersey Companies Law and will despatch formal compulsory acquisition notices pursuant to Article 117(1) of the Jersey Companies Law (the "Compulsory Acquisition Notices") to Nature Group Shareholders who have not yet accepted the Offer or whose acceptances were not valid for any reason. 

These Compulsory Acquisition Notices set out Port Invest's intention to apply the provisions of Part 18 of the Jersey Companies Law to acquire compulsorily any remaining Nature Group Shares in respect of which the Offer has not been accepted on the same terms as the Offer.  It is expected that the transfer of such remaining Nature Group Shares in accordance with the Compulsory Acquisition Notices will take place six weeks from the date of the Compulsory Acquisition Notices.

On the expiry of six weeks from the date of the Compulsory Acquisition Notices, the Nature Group Shares held by those Nature Group Shareholders who have not accepted the Offer will be acquired compulsorily by Port Invest on the same terms as the Offer.  The consideration to which those Nature Group Shareholders will be entitled will be held by Nature Group as trustee on behalf of those Nature Group Shareholders who have not accepted the Offer and they will be requested to claim their consideration by writing to Computershare at the end of the six week period.

ENQUIRIES

Port Invest B.V. +31 88 501 2500
Bernardus Muller

Nature Group Plc +31 62 680 5605
Berend van Straten

Alexander David Securities Limited (financial adviser to Port Invest B.V.) +44 (0)20 7448 9820
David Scott
James Dewhurst

Mazars Corporate Finance Limited (Rule 3 adviser to Nature Group plc) +44 (0)20 7063 4000
Stephen Skeels
Simon Fitzsimmons

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale, issuance or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction.  The Offer is being made solely by means of the Offer Document and the Form of Acceptance, which contains the full terms and conditions of the Offer, including details of how to accept the Offer.  Any acceptance or other response in relation to the Offer should be made only on the basis on the information contained in the Offer Document.

This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England.

Port Invest and Nature Group urge Shareholders to read the Offer Document because it contains important information relating to the Offer.

The release, publication or distribution of this announcement in or into certain jurisdictions other than the UK may be restricted by law.  Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable legal and regulatory requirements.  Further details in relation to the Overseas Shareholders are contained in the Offer Document.  Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction.  To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Port Invest or required by the Code and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.  Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must observe these restrictions and must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer to Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident.  Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Further details in relation to Overseas Shareholders are contained in the Offer Document.

Dealing and Opening Position 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 p.m. (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.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified.  You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Information relating to Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Shareholders, persons with information rights and other relevant persons for the receipt of communications from Nature Group may be provided to Port Invest during the Offer Period as required under Section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.

Publication on website and hard copies

This announcement and the documents required to be published pursuant to Rule 26.1 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Port Invest's website at www.portinvest.nl and Nature Group's website at www.ngrp.com by no later than 12.00 noon (London time) on the Business Day following this announcement.

Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.

Shareholders may request a hard copy of this announcement by contacting Alexander David Securities Limited on +44 (0)20 7448 9820 or Mazars Corporate Finance Limited on +44 (0)20 7063 4000.  You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.