20 Nov 2015 07:00
Real Good Food plc ("Real Good Food" or "the Company")
Further re Repayment of Loan Note
Following the publication of its interim results to 30 September 2015 (the "Interim Results") on 11 November 2015, the Company is providing the following additional information in relation to the repayment of its £2,773,908 shareholder loan (the "Loan Note") to Napier Brown Ingredients Limited ("NBIL").
As disclosed in the Interim Results, the Company has repaid the Loan Note as well accrued interest and outstanding interest of £324k and a redemption fee of £902k (the "Redemption Fee").
The Loan Note and all accrued interest had historically been subordinated to the Company's primary lenders and therefore had become immediately due and payable following completion of the disposal of the Napier Brown Sugar Limited (the "Disposal") earlier this year at which time the Company repaid all debt outstanding to its primary lenders.
The Company had agreed, in 2014, to commence interest payments when permissible under the Company's banking facilities at a rate of 10% per annum until 2020 in recognition of the fact that no interest had been paid in relation to the Loan Note since 2005.
Following the Disposal and as the Loan Note and all accrued interest was fully due and payable NBIL had notified the Company of its requirement for the full repayment of the Loan Note and all accrued interest. As part of this notification it became apparent that there was a possible dispute in relation to the quantum of interest due and payable to NBIL as the total interest accrued and claimed since 2005, when the Company assumed the obligation to repay the Loan Note, was in excess of £2.5m.
The Board concluded that it was in the best interests of the Company to settle this dispute expeditiously and therefore agreed to repay the Loan Note on 3 June 2015 and accrued/outstanding interest together with the payment of the Redemption Fee in full and final settlement of all or any claims relating thereto including any claim against all future interest payments on the revised terms of the Loan Note with NBIL setting aside any claims for unpaid interest during the period from 2005 to 2015.
Patrick Ridgwell, a non-executive director of the Company, is beneficially interested in NBIL, who hold a 31.8% interest in the Company's shares. Consequently NBIL is considered a related party and the payment of the Redemption Fee was a related party transaction under the AIM Rules.
The independent directors of the Company, which for the purposes of the Loan Note excludes Patrick Ridgwell, consider, having consulted with its nominated adviser, that the terms of the Redemption Fee were fair and reasonable insofar as its shareholders are concerned.
Enquiries
Real Good Food plc
Pieter Totté (Executive Chairman) Tel: 020 3056 1516
David Newman (Finance Director) Tel: 020 3056 1516
Andrew Brown (Marketing Director) Tel: 020 3056 1516
Shore Capital & Corporate
(Nomad and Joint Broker) Tel: 020 7408 4090
Stephane Auton
Patrick Castle
Daniel Stewart and Company Plc
(Joint Broker) Tel: 020 7776 6550
Martin Lampshire
Belvedere Communications (PR) Tel: 020 3567 0510
John West
Kim van Beeck