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Extension to Redemption Dates

12 Aug 2019 07:00

RNS Number : 6397I
Real Good Food PLC
12 August 2019
 

Real Good Food plc

("RGF" or the "Group")

Extension to Redemption Dates and Related Party Transactions

The Company announces today that, following negotiations with the Company's three major shareholders, NB. Ingredients Limited ("Napier Brown"), Omnicane International Investors Limited ("Omnicane"), and certain funds managed by Downing LLP ("Downing") (together the "Major Shareholders"), it has now finalised an amendment deed (the "Amendment Deed") relating to the funding agreements (the "Agreements") set out in the appendix to this announcement.

The Agreements have been amended such that the final repayment dates of each of the Agreements have been extended to 17 May 2021 (the "Final Repayment Date") with no change to the interest rate payable by the Company pursuant to each Agreement. As agreed in the Amendment Deed the Agreements will be subject to an additional 7.5 per cent. of principal redemption premium should any of the Agreements be repaid after 31 March 2020 therefore the principal redemption premium post 31 March 2020 will now be 15 per cent.

Related Party Transactions

As Napier Brown and Omnicane are substantial shareholders of the Company and Judith MacKenzie, a director of the Company, is also a Partner of Downing, the Amendment Deed is deemed to be a related party transaction pursuant to the AIM Rules for Companies.

The Board considers that by extending the final repayment date of the Agreements it substantially alleviates the pressure on the Company to source funding in order to repay the Agreements the repayment dates of which fall due, in the absence of this latest agreement, on 30 June 2020. Hugh Cawley, Maribeth Keeling, Mike Holt, and Steve Dawson, the Independent Directors of the Company for this purpose, having consulted with the Company's Nominated Adviser, finnCap Ltd, consider the terms of the Amendment Deed to be fair and reasonable insofar as the Company's shareholders are concerned.

The information communicated in this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

 -ENDS-

Enquiries:

Real Good Food plc

Hugh Cawley, Chief Executive

Maribeth Keeling, Chief Financial Officer

Tel: 0151 541 3790

 

 

finnCap Limited (Nomad and Broker)

Matt Goode / Carl Holmes / James Thompson (Corporate Finance)

Tel: 020 7220 0500

 

 

MHP Communications (Financial PR) 

Reg Hoare / Katie Hunt

Tel: 020 3128 8100

rgf@mhpc.com

About Real Good Food

Real Good Food plc is a diversified food business serving a number of market sectors including retail, manufacturing, wholesale and export. The Company now focuses on two markets: Cake Decoration (Renshaw and Rainbow Dust Colours) and Food Ingredients (Brighter Foods).

Agreement

Counterparty

Loan Principal (£)

Redemption Date

Downing first Loan Note Instrument

Downing

7,254,277

30 Jun 2020

Napier Brown First Loan Agreement

Napier Brown

2,000,000

30 Jun 2020

Omnicane First Loan Agreement

Omnicane

2,000,000

30 Jun 2020

Napier Brown Unsecured Loan Agreement

Napier Brown

1,000,000

30 Jun 2020

Omnicane Unsecured Loan Agreement

Omnicane

1,000,000

30 Jun 2020

Downing Chattel Loan Agreement

Downing

900,000

30 Jun 2020

Downing Chattel Loan Agreement

Downing

433,333

30 Jun 2020

Napier Brown Chattel Loan Agreement

Napier Brown

900,000

30 Jun 2020

Napier Brown Chattel Loan Agreement

Napier Brown

433,333

30 Jun 2020

Omnicane Chattel Loan Agreement

Omnicane

500,000

30 Jun 2020

Omnicane Chattel Loan Agreement

Omnicane

500,000

30 Jun 2020

Omnicane Chattel Loan Agreement

Omnicane

333,333

30 Jun 2020

Unsecured Loan Note Instrument

Napier Brown

1,285,000

30 Jun 2020

Unsecured Loan Note Instrument

Omnicane

1,285,000

30 Jun 2020

Unsecured Loan Note Instrument

Downing

151,571

30 Jun 2020

Unsecured Loan Note Instrument

Downing

169,722

30 Jun 2020

Unsecured Loan Note Instrument

Downing

108,707

30 Jun 2020

Unsecured B Loan Note Instrument

Napier Brown

856,666

30 Jun 2020

Unsecured B Loan Note Instrument

Napier Brown

856,666

30 Jun 2020

Unsecured B Loan Note Instrument

Omnicane

856,666

30 Jun 2020

Unsecured B Loan Note Instrument

Omnicane

856,666

30 Jun 2020

Unsecured B Loan Note Instrument

Downing

286,668

30 Jun 2020

Unsecured B Loan Note Instrument

Downing

286,668

30 Jun 2020

 

TOTAL

24,254,276

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
MSCMMGMRMMNGLZZ
Date   Source Headline
5th Jan 20247:00 amRNSCancellation - Real Good Food plc
4th Dec 20236:00 pmRNSReal Good Food
4th Dec 20231:15 pmRNSAppointment of Administrators & Nomad Resignation
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28th Nov 20234:38 pmRNSIntent to Appoint Administrators &Share Suspension
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31st Oct 20234:50 pmRNSResult of AGM
31st Oct 20237:00 amRNSAGM Statement & Trading Update
21st Sep 20237:00 amRNSFinal Results for the Year Ended 31 March 2023
4th Sep 202311:15 amRNSHolding(s) in Company
2nd May 20233:05 pmRNSHolding(s) in Company
6th Apr 20237:00 amRNSAdditional Funding and Trading Update
21st Dec 20223:09 pmRNSDirectorate Change
16th Dec 20227:00 amRNSHalf-year Report
25th Nov 20221:35 pmRNSDirectorate Change
21st Nov 20227:00 amRNSAdditional Funding
27th Oct 20224:31 pmRNSResult of AGM
5th Oct 20224:37 pmRNSNotice of AGM and Publication of Annual Report
3rd Oct 20227:00 amRNSFinal Results
30th Sep 20227:00 amRNSTrading Update
23rd Aug 202211:00 amRNSDirectorate Change
30th May 20221:15 pmRNSProperty sale and Change of Registered Office
21st Apr 20227:00 amRNSDirectorate Change
20th Apr 20227:00 amRNSYear End Trading Update
8th Mar 20225:24 pmRNSHolding(s) in Company
14th Feb 20227:00 amRNSTrading Update
9th Dec 20212:06 pmRNSSecond Price Monitoring Extn
9th Dec 20212:00 pmRNSPrice Monitoring Extension
9th Dec 202111:57 amRNSReplacement: Half Year Results
9th Dec 20217:00 amRNSReal Good Food plc - Half Year Results
26th Oct 20214:41 pmRNSSecond Price Monitoring Extn
26th Oct 20214:36 pmRNSPrice Monitoring Extension
20th Oct 20213:00 pmRNSResult of AGM
20th Oct 20217:00 amRNSAGM Statement and Trading Update
15th Oct 20217:00 amRNSHolding(s) in Company
8th Oct 202112:40 pmRNSHolding(s) in Company
8th Oct 202111:06 amRNSSecond Price Monitoring Extn
8th Oct 202111:00 amRNSPrice Monitoring Extension
6th Oct 20219:00 amRNSAIM Rule 17 and Schedule 2(g) Disclosure
27th Sep 20217:00 amRNSNotice of AGM and Proposed Delisting from AIM
21st Sep 20217:00 amRNSFinal Results
17th Sep 20217:00 amRNSExtension to Funding Agreements
25th Aug 20217:00 amRNSNotice of Results
28th May 20217:00 amRNSLoan Note Waiver
10th May 20216:15 pmRNSResult of General Meeting
22nd Apr 202111:54 amRNSDisposal, Notice of GM and Trading Update
21st Apr 20214:21 pmRNSHolding(s) in Company
7th Apr 20219:00 amRNSHolding(s) in Company
26th Jan 20217:00 amRNSHalf year results
13th Jan 20211:30 pmRNSResult of General Meeting

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