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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
14th May 201011:00 amRNSStatement re Share Price Movement
11th May 20105:45 pmRNSPosting of Accounts
24th Mar 20107:00 amRNSPreliminary Results
26th Jan 20107:00 amRNSTrading Update
4th Nov 20097:00 amRNSBoard Changes
29th Sep 20097:00 amRNSInterim Results
24th Jul 200910:26 amRNSResult of AGM
24th Jul 200910:00 amRNSTrading Update
9th Jun 20097:01 amRNSBoard change
9th Jun 20097:00 amRNSPreliminary results
13th Jan 20097:00 amRNSConsolidation of core business units
2nd Dec 20087:00 amRNSPre Close Trading Update
25th Sep 20087:00 amRNSInterim Results
17th Jul 20087:00 amRNSTrading Update
5th Jun 200810:38 amRNSResult of AGM
8th Apr 20087:01 amRNSFinal Results
17th Mar 200811:38 amRNSNotice of Results
19th Dec 20073:29 pmRNSPre - close trading update
20th Sep 20077:01 amRNSInterim Results
30th Aug 20077:00 amRNSNotice of Results
14th Aug 20079:34 amRNSCompany Website
11th Jul 20076:07 pmRNSDirector/PDMR Shareholding
11th Jul 20077:00 amRNSPre-Close Statement
12th Jun 20074:52 pmRNSDisposal
11th Jun 20077:00 amRNSDisposal
1st Jun 200710:41 amRNSTotal Voting Rights
29th May 20072:05 pmRNSResult of AGM
23rd Apr 20071:29 pmRNSIssue of Equity
5th Apr 20073:09 pmRNSHolding(s) in Company
27th Mar 20077:04 amRNSFinal Results
23rd Mar 20075:05 pmRNSHolding(s) in Company
7th Mar 200712:02 pmRNSNotice of Results
16th Jan 20077:00 amRNSPre-Close Statement
12th Jan 20073:49 pmRNSNotice of Pre-Close Statement
22nd Dec 200611:14 amRNSTotal Voting Rights
20th Oct 20063:44 pmRNSDirector/PDMR Shareholding
18th Sep 20067:01 amRNSInterim Results
6th Sep 200611:09 amRNSNotice of Results
12th Jul 20067:00 amRNSTrading Statement
23rd Jun 200611:20 amRNSDirector/PDMR Shareholding
21st Jun 20062:59 pmRNSDirector/PDMR Shareholding
21st Jun 20069:41 amRNSHolding(s) in Company
15th Jun 200611:31 amRNSDirector/PDMR Shareholding
14th Jun 20064:39 pmRNSDirector/PDMR Shareholding
1st Jun 20064:04 pmRNSDirector/PDMR Shareholding
1st Jun 20064:02 pmRNSDirector/PDMR Shareholding
30th May 200610:37 amRNSDirector/PDMR Shareholding
24th May 20067:01 amRNSAGM Statement
4th Apr 20067:01 amRNSChange of Adviser
27th Mar 20067:02 amRNSFinal Results

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