RGD.L Regulatory News (RGD)

REAL GOOD FOOD plc

("RGF" or the "Company")

Notice of Annual General Meeting ("AGM") and General Meeting ("GM") to approve the

proposed restructuring of share capital to enable dividend payments

Real Good Food plc (AIM: RGD) announces that it will be holding its AGM at 11.30 a.m. on 23 September 2015 at Haberdashers' Hall, 18 West Smithfield, London EC1A 9HQ. In addition, RGF announces that it has posted a circular to Shareholders (the "Circular") setting out the details of a proposed cancellation of share capital.

At the General Meeting to be held at 2.30 p.m. on the same day as the AGM, being 23 September 2015, the Company will ask shareholders to approve proposals to restructure the balance sheet of the Company by means of the cancellation of the share premium account (the "Capital Cancellation") for the purpose of eliminating the current deficit on the Company's profit and loss account and creating positive distributable reserves to facilitate the payment of dividends by the Company in due course.

Defined terms used in this announcement have the same meaning as set out in the Circular.

Information about the Capital Cancellation is set out below together with an expected timetable of events. Your attention is drawn to the further information concerning the Capital Cancellation included within the Circular.

A copy of the Circular is available for download from the Company's website at www.realgoodfoodplc.com and further announcements will be made as appropriate.

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About Real Good Food plc

Real Good Food plc is a diversified food business serving a number of market sectors including retail, manufacturing, wholesale, foodservice and export. The Company focuses on three main markets: cake decoration (Renshaw, Rainbow Dust Colours), food ingredients (Garrett Ingredients and R&W Scott) and premium bakery (Haydens).

ENQUIRIES:

Real Good Food plc

Pieter Totté, Executive Chairman Tel: 020 3056 1516

Andrew Brown, Marketing Director Tel: 020 3056 1517

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

Background

Following the Company's acquisition of Rainbow Dust Colours Limited in January 2015 and the sale of Napier Brown Sugars Limited in May 2015, the company has significantly reduced its net debt and increased its potential to generate profits and cash. Previous corporate activity had left the Company with a deficit to distributable reserves but a significant positive balance to Share Premium Account.

Until the deficit to the distributable reserves has been eliminated, the Company is precluded by the Act from paying dividends to Shareholders. The Directors propose to eliminate the deficit by the Capital Cancellation and to the extent that the amount of the Capital Cancellation exceeds the deficit, to create distributable reserves.

Capital Cancellation

Under English law, a company may reduce or cancel its share capital (including its share premium account) and apply the reserve arising on the reduction against an accumulated deficit on its profit and loss account provided that it obtains the approval of shareholders in a general meeting and the confirmation of the High Court.

Accordingly, subject to the approval of Shareholders at the General Meeting and the confirmation of the High Court, it is intended that the Company cancel the amount standing to the credit of the share premium account, £71.272 million, and apply the reserve arising on the cancellation to eliminate the accumulated deficit on the Company's profit and loss account. To the extent that the Capital Cancellation exceeds the deficit, it will result in positive distributable reserves.

As a condition to approving the Capital Cancellation, the High Court will need to be satisfied that the interests of the Company's creditors are not adversely affected. The Company is satisfied that it will be able to demonstrate this to the High Court but, if necessary, the Company will put into place such form of creditor protection as it may be advised is appropriate.

The Directors reserve the right to abandon or discontinue any application to the High Court if they believe that the terms required to obtain confirmation are unsatisfactory to the Company. The Capital Cancellation will take effect upon the registration of the Court Order by the Registrar of Companies.

Once the Capital Cancellation has been completed and any creditor protection requirements imposed by the High Court have been satisfied, the Company, provided that it has an accumulated surplus on its profit and loss account, would then be in a position to pay dividends when, and in such amounts, as the Directors determine, subject to the usual shareholder approvals and any conditions imposed by the Court.

General Meeting

To effect the Capital Cancellation, Shareholders must approve the cancellation of the share premium account by way of a special resolution at the General Meeting. Notice convening the General Meeting is set out in the Circular. Subject to Shareholders passing the Resolution, approval of the High Court will be sought as soon as reasonably practicable after the General Meeting and it is anticipated that the process shall be completed before the end of December 2015. 

Recommendation

Your Directors consider the passing of the Resolution and the proposed Capital Cancellation to be fair and reasonable and in the best interests of the Shareholders and the Company as a whole. Accordingly, your Directors recommend that all Shareholders vote in favour of the Resolution to be proposed at the General Meeting.

EXPECTED TIMETABLE