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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
13th Jan 20217:00 amRNSTrading Update
6th Jan 202112:30 pmRNSArrangements for General Meeting
30th Dec 20202:30 pmRNSNotice of Half Year Results
18th Dec 20203:10 pmRNSFinal Results
16th Dec 20203:26 pmRNSNotice of General Meeting & Trading Update
2nd Dec 20207:00 amRNSDeed of Amendment and Notice of Results
21st Oct 20207:00 amRNSDirectorate Change
19th Oct 20207:00 amRNSAmendment to Shareholders' Agreement
24th Sep 20209:58 amRNSResult of AGM
23rd Sep 20207:00 amRNSAGM Trading Statement
9th Sep 20207:00 amRNSNotice of AGM
28th Jul 20205:30 pmRNSIncrease of Funding Arrangements
22nd Jul 20204:40 pmRNSSecond Price Monitoring Extn
22nd Jul 20204:35 pmRNSPrice Monitoring Extension
8th Apr 20207:00 amRNSYear End Trading and COVID-19 Update
9th Mar 20204:02 pmRNSDirectorate Change
29th Nov 20197:00 amRNSHalf year results
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23rd Aug 20197:00 amRNSNew Funding Arrangements
16th Aug 20197:00 amRNSFinal Results
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15th Jul 20197:00 amRNSDirectorate Change
8th Jul 20191:19 pmRNSHolding(s) in Company
1st Jul 201910:46 amRNSExercise of Options and Total Voting Rights
30th May 20193:32 pmRNSHolding(s) in Company
30th May 20197:30 amRNSDirectorate Changes
30th May 20197:30 amRNSResponse to Stock Exchange AIM Disciplinary Notice
13th Mar 20191:29 pmRNSDirectorate Change
8th Mar 20191:17 pmRNSSettlement Agreement
19th Feb 20197:00 amRNSExercise of Options and Total Voting Rights
1st Feb 20197:00 amRNSDisposal
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20th Dec 20187:00 amRNSHalf-year Report
30th Oct 20183:34 pmRNSResult of AGM
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22nd Aug 201811:53 amRNSHolding(s) in Company
13th Aug 20181:50 pmRNSResult of General Meeting
10th Aug 20187:00 amRNSResult of Open Offer
7th Aug 20182:46 pmRNSBoard Change
18th Jul 20188:20 amRNSOpen Offer to raise up to £1 million
18th Jul 20187:00 amRNSOpen Offer to raise up to £1 million

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