Sepp's Gourmet Foods Ltd.

Sepp's Gourmet Foods Ltd.

June 15, 2005 16:34 ET

Sepp's Gourmet Foods Ltd.: Early Warning Announcement-National Instrument 62-103

ZURICH, SWITZERLAND--(CCNMatthews - June 15, 2005) - Josef Rosenberg, of Zurich, Switzerland, today announced that he has acquired, in a private placement from treasury of Sepp's Gourmet Foods Ltd. (TSX:SGO) ("Sepp's"), ownership of 855 secured convertible debentures of Sepp's with a principal amount of $1,000 each, for an aggregate of $855,000 principal amount of debentures. The purchase price of the 855 debentures was $1,000 per debenture, for a total of $855,000, paid in cash.

Mr. Rosenberg's debentures represent 42.75% of the $2,000,000 non-brokered private placement debenture offering announced by Sepp's on May 26, 2005 and which closed in escrow on June 10, 2005. The escrow was lifted on June 15, 2005 and the financing is now closed.

In connection with the financing, Mr. Rosenberg entered into a subscription agreement dated June 10, 2005 with Sepp's. The debentures will mature on June 15, 2010 and pay 9% interest per annum, payable quarterly. Each $0.25 of principal amount of the debentures is convertible into one common share of Sepp's at any time while the debentures remain outstanding. The debentures may be redeemed by Sepp's at any time after May 31, 2008, so long as the market price of Sepp's common shares is not less than $0.50 in the 20 trading days prior to redemption.

Mr. Rosenberg currently owns 1,667,000 common shares of Sepp's, representing approximately 10.4% of the issued and outstanding common shares. The 855 debentures acquired by Mr. Rosenberg are convertible into a total of 3,420,000 common shares, which, combined with his existing holdings, would represent 21.2% of the issued and outstanding common shares if all of the issued and outstanding debentures were converted into shares, or 26.2% of the issued and outstanding common shares if only the 855 debentures acquired by him were converted.

Mr. Rosenberg acquired the debentures for investment purposes. He may acquire additional securities of Sepp's but has no current intention to do so. He may convert the 855 debentures into common shares of Sepp's but has no current intention to do so.

Contact Information

  • Sepp's Gourmet Foods Ltd.
    Jim Pratt
    Chief Financial Officer
    (604) 574-2166
    (604) 574-6966 (FAX)