12 Aug 2019 07:00
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 |
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finnCap Limited (Nomad and Broker) Matt Goode / Carl Holmes / James Thompson (Corporate Finance) | Tel: 020 7220 0500 |
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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 |
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