Investor Presentaiton
Important Notice and Disclaimer
Page 2 of 3
RETAIL
FOOD
GROUP
NOT AN OFFER DOCUMENT
This Presentation does not, & should not be considered to, constitute or form part of any offer to sell, or solicitation of an
offer to buy, any securities in RFG in any jurisdiction and is not a prospectus, product disclosure statement or other offering
document under Australian law or any other law. No part of this Presentation forms the basis of any contract or commitment
whatsoever with any person, or constitutes investment, financial product, legal, accounting or tax advice or any
recommendation.
RESTRICTIONS ON PUBLICATION AND DISTRIBUTION
This Presentation may not be distributed or released in the United States or to any person acting for the account or benefit
of a person in the United States. This Presentation and the information contained herein does not constitute an offer to sell,
or the solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such offer would be
illegal. The New Shares will not be registered under the U.S. Securities Act of 1933 as amended (Securities Act) or the
securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in
the United States or to any person acting for the account or benefit of any person in the United States unless the securities
have been registered under the Securities Act (which RFG has no obligation to do or procure) or are offered or sold
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and
applicable securities laws of any state or other jurisdiction of the United States.
Distribution of this Presentation in or from certain jurisdictions may be restricted or prohibited by law. Recipients must inform
themselves of & comply with all restrictions or prohibitions in such jurisdictions.
NOT FINANCIAL PRODUCT ADVICE
Nothing in this Presentation is intended to be relied upon as financial product, investment, legal or tax advice to investors or
potential investors. It has been prepared without taking into account the objectives, financial or tax situation or needs of
individuals. Before making an investment decision, prospective investors should consider seeking independent professional
advice depending upon their specific investment objectives, financial situation or particular needs.
NON-IFRS INFORMATION & GLOSSARY
This presentation includes certain pro forma financial information (to reflect the impact of the Capital Raising and
transaction costs). The pro forma historical financial information provided is for illustrative purposes only and is not
represented as being indicative of the Company's view on its future financial position and/or performance. The pro forma
historical financial information has been prepared by the Company in accordance with measurement and recognition
principles, but not disclosure requirements prescribe by the Australian Accounting Standards. In addition, this Presentation
contains certain non-IFRS financial measures. Non-IFRS financial measures are defined as financial measures that are
presented other than in accordance with all relevant Accounting Standards. Non-IFRS financial measures are used
internally by management to assess the financial performance of RFG's business and include EBITDA, Underlying EBITDA,
Underlying NPAT and Underlying EPS.
Further information regarding the non-IFRS financial measures and other key terms used in this Presentation is included in
the Appendix.
Non-IFRS measures have not been subject to audit or review.
EFFECT OF ROUNDING
A number of figures, amounts, percentages, estimates, calculations of value and fractions in this Presentation are subject to
the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this
Presentation. Reference should be made to the Company's Appendix 4D and Financial Report for the Half Year Ended 30
December 2022, lodged with the Australian Securities Exchange on 28 February 2023.
DISCLAIMER
The Company has appointed Shaw and Partners Limited and Petra Capital Pty Limited as Joint Lead Managers for the
Capital Raising (Lead Managers).
No person is authorised to give any information or make any representation in connection with the offer which is not
contained in this Presentation. Any information or representation not contained in this Presentation may not be relied on as
having been authorised by RFG or its related bodies corporate or any of their respective officers in connection with the
offer.
Neither the Lead Managers nor its related bodies corporate or affiliates, nor the directors, officers, partners, employees,
agents, contractors, consultants, associates or advisors of the foregoing (together, the LM Parties) have authorised,
permitted or caused the issue, lodgement, submission, dispatch or provision of this Presentation, make or purport to make
any statement in this Presentation and there is no statement in this Presentation which is based on any statement by any of
them.
The LM Parties do not make any recommendation as to whether any potential investor should participate in the Capital
Raising and by continuing to read this Presentation readers are deemed to agree that they have not relied on any
statements made by the LM Parties in relation the Capital Raising.
To the maximum extent permitted by law, the LM Parties and RFG and its related bodies corporate, directors, officers,
employees, agents, contractors, consultants, associates or advisors (together, the RFG Parties) expressly exclude and
disclaim all responsibility and liabilities (including, without limitation, for fault or negligence or in respect of any expenses,
losses, damages or costs incurred) in respect of, and make no representations or warranties (express or implied) as to the
fairness, currency, accuracy, reliability or completeness of the information in this Presentation, and with regard to the LM
Parties, take no responsibility for any part of this Presentation or the Capital Raising. None of the RFG Parties nor the LM
Parties guarantees the repayment of capital or any particular rate of income or capital return on an investment in RFG. By
continuing to read this Presentation, readers are deemed to agree, to the maximum extent permitted by law, that they will
not seek to sue or hold the RFG Parties or the LM Parties liable in any respect in connection with this Presentation or the
Capital Raising.
The Lead Managers have been engaged solely as independent contractors by RFG and are acting solely in a contractual
relationship on an arm's length basis with RFG. None of the RFG Parties nor the LM Parties accept any fiduciary obligations
to or relationship (whether agency or otherwise) with any investor or potential investor, securityholder, creditor or other
person in connection with the Capital Raising or otherwise. Readers are responsible for making their own independent
judgement with respect to the Capital Raising, any other transaction and any other matter arising in connection win this
Presentation.
The Lead Managers, in conjunction with each of their related bodies corporate and affiliates, is acting as a lead manager
and bookrunner to the Placement and will receive fees and expenses for acting in this capacity.
Determination of eligibility of investors for the purposes of the Capital Raising is determined by reference to a number of
matters, including legal requirements and the discretion of RFG and the Lead Managers. RFG and the Lead Managers
disclaim any liability in respect of the exercise or otherwise of that discretion, to the maximum extent permitted by law.
The Company reserves the right to accept oversubscriptions for New Shares offered under the SPP, in its absolute
discretion. RFG may scale back applications if it receives application of more than the aggregate amount of funds it
determines to be raised. A "scale back" is a reduction in the number of New Shares issued (compared to the number
applied for). If there is a scale back, an applicant may receive less than the parcel of New Shares for which it has applied. If
a scale back produces a fractional number of New Shares when applied to a shareholder's existing parcel, the number of
New Shares allocated will be rounded up to the nearest whole number of New Shares.
In the event the Company accepts oversubscriptions, the figures set out in this presentation for the number of New Shares
issued and the funds raised may change.
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