RGD.L Regulatory News (RGD)

The Real Good Food Company plc (AIM: RGD)

Co-operation agreement with Omnicane

The Real Good Food Company plc. ("RGFC" or "the Company"), owns the largest independent non-refining distributor of sugar in Europe (Napier Brown), supplies bakery ingredients (Renshaw) and manufactures patisserie and desserts (Haydens Bakery)

The Board of RGFC is pleased to announce that following the recent purchase of a significant equity stake in the Company by Omnicane International Investments Ltd ("Omnicane"), positive negotiations have taken place about how Omnicane and RGFC can co-operate as partners going forward.

Omnicane is the biggest sugar producer in Mauritius and one of the largest ACP* producers of refined white sugar. Omnicane was launched in 2009 as a strategic rebranding of Mon Tresor and Mon Desert Ltd, and is a fast growing business also involved in other agricultural, energy, property development and logistics businesses in Mauritius.

Omnicane has developed a world class, low cost model of cane sugar refining combined with electricity co-generation and has stated its strategic intent to develop this integrated model of sugar and energy production worldwide.

RGFC through its subsidiary Napier Brown can offer routes to market within the EU where there is demand for competitively priced cane imports. RGFC and Omnicane also intend to explore joint ventures not only in added value sugar production but in developing export markets for other RGFC products, particularly on the African continent.

RGFC will also be issuing 4,065,652 ordinary shares of £0.02 each in the Company ("Ordinary Shares") to Omnicane at a price of 60p (the "Placing"), being a premium of approximately 9.1% to the closing share price on 15 June 2012 , being the last business day prior to this announcement.

This will increase Omnicane's total holding in RGFC to 13,818,954 Ordinary Shares, representing approximately 20.0% of the enlarged share capital and voting rights of the Company. In addition, it is intended that a representative of Omnicane will shortly be appointed to the board of RGFC. The net proceeds of the Placing, approximately £2.4 million, will be used to reduce the group's borrowings.

Omnicane is a substantial shareholder as defined by the AIM Rules and the Placing is considered a related party transaction. The directors of the Company, having consulted with Shore Capital and Corporate Limited, the Company's nominated advisor, consider that the terms of the Placing are fair and reasonable insofar as RGFC's shareholders are concerned.

Application will shortly be made for the new Ordinary Shares to be admitted to trading on AIM and admission is expected to take place on 21 June 2012. The new Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares. Following admission of the new Ordinary Shares, RGFC will have 69,085,000 Ordinary Shares in issue.

Pieter Totte, RGFC Executive Chairman, commented:

"I am very pleased with this innovative development, this is an exciting time for the business and we look forward to working with Omnicane on exploring mutually beneficial opportunities."

Jacques D'Unienville, Omnicane CEO, added:

"We have known Napier Brown and RGFC for a long time and are delighted to be now working together. Both businesses can learn from each other - with the impending changes in the sugar market, the timing couldn't be better."

*ACP (African, Caribbean and Pacific) countries have duty free access to the EU

18 June 2012

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