FREEDOM FOODS GROUP LIMITED (FNP)

name changed to Noumi Limited

The securities of Freedom Foods Group Limited will be reinstated to Official Quotation as from the commencement of trading on Monday, 22 March 2021 following lodgement of the announcement regarding its recapitalisation.

The company issues a prospectus for the offer of up to $265 million subordinated, secured convertible notes to be issued by Freedom Foods Group Limited at a price of $1.00 per Note comprising an offer of notes to eligible investors to raise up to $130 million and a placement of notes to Arrovest to raise $200 million with capacity to scale back Arrovest's investment to a minimum of $135 million depending on the level of participation under the wholesale investor offer.

The company releases a Recapitalisation Presentation.

On 19 March 2021, four subsidiaries of the Company, including Freedom Foods Pty Ltd filed an application for leave to appeal against the orders and judgment of the Federal Court of Australia made on 5 March 2021 stayed the Federal Court of Australia proceeding; and referred the disputes to arbitration in California. The Freedom Applicants seek relief on appeal to overturn the stay and have its legal disputes with Blue Diamond heard and determined in the Federal Court of Australia rather than in the California arbitration. Blue Diamond has now discontinued the proceeding it commenced against Freedom Foods Pty Ltd in United States District Court for the Eastern District of California.

The recapitalisation will allow Freedom Foods Group to substantially repay its bank debt, providing a flexible capital structure that better facilitates the continued financial and operational turnaround of the Company. Total capital raising of up to $265 million, comprising an offer of unlisted, subordinated secured convertible notes to eligible wholesale investors of up to $130 million, with priority given to eligible existing shareholders, and a $200 million commitment to subscribe for Notes secured from its majority shareholder, Arrovest, the investment vehicle of the Perich family. Senior lenders NAB and HSBC will provide a new 2-year, $36 million senior secured revolver facility to the Company, along with a 2-year term debt facility for up to $50 million, depending on the total Note proceeds raised. All shareholders (excluding Arrovest) will receive the opportunity to apply for ASX-listed options on a pro-rata basis, subject to shareholder approval, providing potential future equity participation in the Company, given not all shareholders may be eligible to participate in the Notes. The Notes will have a 6-year maturity and, subject to shareholder approval, the Notes will be convertible into ordinary shares. Completion of the recapitalisation is targeted for May 2021, with shareholder approvals being sought in May 2021 for certain features of the recapitalisation. The Company has requested ASX to reinstate trading in the Company's Shares, which is expected to occur with effect from the commencement of trading on Monday, 22 March 2021. Further details regarding the Recapitalisation are set out in the Investor Presentation and Prospectus, which have been lodged with the ASX today.

Chair, Genevieve Gregor, Chief Executive Officer Michael Perich and Chief Financial Officer Josee Lemoine will host a webcast and conference call briefing in relation to the proposed Recapitalisation. This will be on 19 March 2021 at 5 pm AEDT. The link to the listen-only webcast: http://www.openbriefing.com/OB/4202.aspx

S&P Dow Jones Indices announces March 2021 Quarterly rebalance of the S&P/ASX Indices. Effective prior to the open on 22 March 2021, FNP was removed from S&P/ASX 300 Index.

Following hearings that took place in February, the Federal Court ordered on Friday 5 March 2021 that pursuant to section 7(2) of the International Arbitration Act 1974 (Cth), the proceeding be stayed on condition that Blue Diamond gives certain undertakings. Subject to the parties' rights to appeal the decision, the effect of the judgement is that all matters in dispute between the parties that are currently the subject of three sets of proceedings in the United States and Australia, will now be determined in the Californian Arbitration.

The company has completed the first stage of a phased completion of the sale of its Cereal and Snacks operations with ownership of certain fixed and other assets transferring today to The Arnott's Group. Freedom Foods Group continues to operate the Cereal and Snacks business pending the transfer of the remaining assets and full completion of the sale due to take place by the end of March 2021. The first stage of completion achieved today included a payment of $16.1 million with the net proceeds paid to Freedom Foods Group of $8.04 million after discharge of equipment leases. The company expects that the total consideration for the sale will remain at approximately $20 million with net proceeds of approximately $11 million subject to adjustment for transaction costs and the agreed inventory balance at the final completion date.

The company lodges its Appendix 4C and Quarter Ended 31 Dec 2020 Activity Report.

The company lodges its FY21 Half Year Results.

The company lodges its Appendix 4D and Half Year Financial Report FY21.

The company releases its AGM Results.

The company releases its 2020 AGM Presentation and Addresses.

The company has reached an in-principle agreement with its majority shareholder, Arrovest, for a recapitalisation of the business involving an issue of secured convertible notes. The agreement also has the non-binding indicative, in-principle support of the company's senior lenders, NAB and HSBC. Funding from this will enable the company to materially repay its senior term and revolving secured debt and provide it with sufficient working capital and a stable capital structure to enable it to continue its financial and operational turnaround. Also, the company ceased negotiations with a potential investor and requested that Arrovest, teh Perich family investment vehicle, step in to become the cornerstore investor in an issue of unlisted secured convertible notes. Arrovest has agreed to invest up to $200 million, with the company having the capacity to raise further capital, although it will not be a condition for it to do so for the transaction to complete. The senior lenders have agreed to extend the existing standstill agreement with Freedom Foods Group to 28 February 2021 to enable the execution of the recapitalisation documentation. A further extension would then be sought to 30 April 2021 to enable the completion of the Notes issue.

The company releases a Virtual AGM Online Guide.

The company releases an AGM Proxy Form.

The company's AGM will be held virtually on Friday 29 January 2021 at 11:00 am (AEDT) via this link: https://agmlive.link/FNP20.

The company releases a Letter from the Chair regarding its virtual AGM.

The company announces the sale of its Cereal and Snacks operations to The Arnott's Group as part of the ongoing program to simplify the company's business structure and product range, improve profitability and prioritise growth opportunities.

The company has continued to progress its recapitalisation plan including: simplification of its business by assessing options for its Cereal and Snacks division; and a capital raising of up to $280 million. The company's shares will remain in voluntary suspension until after it has announced its proposed recapitalisation.

A Victorian Supreme Court class action proceeding was commenced against the Company and its auditors, Deloitte Touche Tohmatsu, and served on the Company on 9 December 2020. The proceeding alleges breaches of the Corporations Act 2001 (Cth), Australian Securities and Investments Commission Act and Australian Consumer Law. The Company has appointed Arnold Bloch Leibler (ABL) to defend the proceeding.

The company releases its Updated Securities Trading Policy.

The company releases its Corporate Governance Statement.

The company releases an Appendix 4G - Corporate Governance.

The company releases its Investor Presentation - FY20.

The company lodges its Annual Report - FY20.

The company lodges its Appendix 4E - FY20.

The company lodges its Full Year Results FY20.

ASIC granted the company an extension of the date by which it must lodge the reports required to be prepared for the financial year ended 30 June 2020 under Division 1 of Part 2M.3 of the Corporations Act to 30 November 2020.

The voluntary suspension of the Company's shares from trading will be extended to 30 November 2020 to provide the Company further time to finalise its recapitalisation plan.

The company's AGM will be held on 30 November 2020 commencing at 11am. The AGM will be held virtually, with full details to be included in the Notice of AGM to be released to the ASX and sent to shareholders in October 2020.

The company has instituted proceedings in the Federal Court of Australia against Blue Diamond Growers. Blue Diamond and Freedom Foods Pty Ltd are party to a licence agreement in respect of Blue Diamond Almond Breeze products. The Federal Court proceedings seek, among other orders, declaratory orders in relation to the Licence Agreement. Blue Diamond has also instituted arbitral proceedings with the American Arbitration Association against FFPL. Blue Diamond seeks orders restraining FFPL (and any entity acting on behalf of or in concert with FFPL) from: manufacturing or selling nut-based beverage products in Australia or New Zealand that are not Blue Diamond products, organic or Private Label, including MILKLAB and Australia's Own brand nut-based beverage products; and purchasing non-organic almond base from sources other than Blue Diamond for the manufacture of non-organic, non-Private Label nut-based beverage products for sale in Australia and New Zealand. FFPL refutes the Blue Diamond Claim and its entitlement to the orders sought. Blue Diamond has also commenced judicial proceedings against FFPL in the United States District Court, Eastern District California for breach of an alleged oral agreement. FNP is confident in its position and intends to vigorously pursue the Freedom Foods Claim and to defend the Blue Diamond Claim and related court proceedings.

The company has secured the ongoing support of its principal lenders and majority shareholder, ensuring access to financial facilities while the company undertakes a planned recapitalisation. Freedom Foods Group has agreed a Standstill Deed with its two main lenders, HSBC and National Australia Bank regarding financing facilities with those lenders. The standstill is effective until 30 November 2020 and is subject to the company meeting certain milestones relating to the progression of the recapitalisation plan. Freedom Foods shares will remain in voluntary suspension until 30 October 2020 at the company's request.

The company issues a Response to ASX Appendix 3Y Query.

The company will be extending its voluntary suspension until close of trading on 30 October 2020. The Board of Freedom Foods Group is of the view that investors require comprehensive and up to date information as to the impact of the historical issues identified and the financial position and outlook of the company, and that trading in the securities of the company should not recommence until more clarity can be provided. The company has also eceived a waiver from its financiers in relation to its financial covenant obligations at 30 June 2020.

The company releases an updated Appendix 2A to correct a typographical error to reflect that the total number of quoted FNP ordinary shares on issue is 277,109,319.

The company releases a transcript of the telephone briefing provided by Mr Perry Gunner, Executive Chair of Freedom Foods Group, on 25 June 2020 commencing at 5pm.

The securities of Freedom Foods Group Limited will be suspended from quotation immediately under Listing Rule 17.2, at the request of FNP, pending the release of an announcement regarding the outcome of further investigations in relation to its financial position.

name changed from Freedom Nutritional Products Limited