RGD.L Regulatory News (RGD)

Real Good Food plc

("the Company")

Terms agreed for new funding

The Company announces today that it has agreed terms for at least £8.2 million in new financing arrangements with the Company's three major shareholders, Napier Brown Ingredients Limited ("NB Ingredients Ltd"), Omnicane International Investors Limited ("Omnicane"), and certain funds managed by Downing LLP ("Downing") subject to finalisation of standard documentation.

This follows our previous statements, most recently in an announcement on 27 March 2018, that the Board had identified the need for further substantial additional funding for working capital and investment purposes to implement the Company's business plan. In addition, the Company is due to pay the final tranche of consideration due to the vendors of Brighter Foods of approximately £4.5 million ("Deferred Consideration") later this month, as previously detailed in the announcement of the acquisition of Brighter Foods on 5 April 2017.

The financing arrangements will not only fund this £4.5 million Deferred Consideration, but also provide a maximum of £4.2 million to fund the Company's foreseeable working capital needs, including for the build-up of inventory in advance of the Group's third quarter in October to December, which is typically its busiest.

The funding described above is to be provided by means of secured loan notes, with an annual coupon of 12% from the three major shareholders (the "Shareholder Loans").

It is intended that the Shareholder Loans will be replaced by convertible loan notes (the "Replacement CLNs") in due course, with the issue of such Replacement CLNs being subject to a whitewash process pursuant to Rule 9 of the Takeover Code. The conversion price of the Replacement CLNs is expected to be 5 pence, significantly lower than the Company's current share price. The Shareholder Loans will carry a redemption premium payable on any repayment which, when added to interest already received, will generate a total annualised return of 30%. In the event of conversion of the initial principal amount, then no redemption premium will be payable.

These terms are reflective of the severe financial challenges the company has faced over the last twelve months. In the current board's view, historically poor controls and governance have contributed to poor performance in all divisions, and the issues have been exacerbated by disruption caused by the delays in implementation of complex investment programs. Without this funding the Directors believe that there is a significant risk that the Company would fail to be able to trade. However, the new management team have begun to address these historic issues and the Board believes that a turnaround of the business is now underway and this additional financing will allow the Company to meet its obligations and trade without working capital constraint.

The Board considers that a fundraising by way of the Shareholder Loans is the most appropriate route for the Company to raise the capital it needs in the timescale available.

As each of NB Ingredients Ltd, Omnicane and Downing are substantial shareholders of the Company and have Board representation, each of the Shareholder Loans, once agreed will be deemed to be a related party transaction pursuant to the AIM Rules for Companies.

Further announcements will be made in due course.

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.

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