Cleansing Notice
Released
Released
Announcement PDF
Retail Food Group Limited
Level 4, 35 Robina Town Centre Drive
Robina Qld 4226
19 February 2025
Notice pursuant section 708A(5)(e) of the Corporations Act 2001 (Cth)
Retail Food Group Limited (ASX: RFG) (“RFG”, or the “Company”) has today issued 625,000 new fully
paid ordinary shares in the Company (“New Shares”) to Washington H. Soul Pattinson and Company
Limited (“Soul Pattinson”) in connection with consent from Soul Pattinson for the investment in
Firehouse Subs in Australia announced today, changes to covenants and other debt terms under the
debt facility previously announced on 5 April 2023. The New Shares were issued at no consideration and
utilise the Company’s existing placement capacity available under Listing Rule 7.1.
The Corporations Act 2001 (Cth) (“Corporations Act”) restricts the on-sale of securities issued without
disclosure, unless the sale is exempt under section 708 or 708A of the Corporations Act. By giving this
notice, the issue of the New Shares to Soul Pattinson will fall within the exemption in section 708A(5) of
the Corporations Act.
Pursuant to section 708A(5)(e) of the Corporations Act, the Company gives notice that:
1.
The Company issued the New Shares without disclosure to investors under Part 6D.2 of the
Corporations Act.
2.
As at the date of this notice, the Company, as a disclosing entity under the Corporations Act,
has complied with:
(a) the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and
(b) sections 674 and 674A of the Corporations Act.
3.
As at the date of this notice, there is no information:
(a) that has been excluded from a continuous disclosure notice in accordance with the ASX
Listing Rules; and
(b) that investors and their professional advisors would reasonably require for the purpose of
making an informed assessment of:
(i)
the assets and liabilities, financial position and performance, profits and losses and
prospects of the Company; or
(ii) the rights and liabilities attaching to the New Shares.
This announcement has been authorised by the Board of Directors.
Mark Connors
Company Secretary
Retail Food Group Limited
Retail Food Group Limited
Level 4, 35 Robina Town Centre Drive
Robina Qld 4226
About Retail Food Group Limited:
RFG is a global food and beverage company headquartered in Queensland. It is Australia’s largest multi-brand
retail food franchise manager and is the owner of iconic brands including Gloria Jean’s, Donut King, Brumby’s
Bakery, Crust Gourmet Pizza and Beefy’s Pies. The Company holds the exclusive licence to grow Firehouse Subs
restaurants in Australia and expects to open the first restaurant in 2025. RFG also distributes high quality pies from
our Sunshine Coast Bakery and coffee through our Sydney Roastery. For more information about RFG visit:
www.rfg.com.au.
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