Extension to Funding Agreements

RNS Number : 0721M

Real Good Food PLC

17 September 2021

 

17 September 2021

Real Good Food plc

("RGF" or the "Group")

Funding Agreements: Extension to Redemption Dates, 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 19 May 2023 (the "Final Repayment Date") with no change to the interest rate payable by the Company pursuant to each Agreement. The repayment dates had previously been extended to 19 May 2022. The change provides additional financial flexibility for the Group to continue its balance sheet restructuring, and to accelerate and maximise the value of the remaining Group businesses, Renshaw and Rainbow Dust Colours.

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. Maribeth Keeling, Mike Holt, and Gail Lumsden, 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.

Mike Holt, Non-Executive Chairman commented:

"The Board appreciates the support of its major shareholders in agreeing these amendments.  Following the Group's sale of Brighter Foods on 11 May 2021, its indebtedness has halved, and the retained businesses are performing as expected.  This continued funding will support the Group as it seeks to maximise shareholder value" 

 -ENDS-

Enquiries :

Real Good Food plc Mike Holt, Executive Chairman Maribeth Keeling, Group Finance Director	Tel: [phone]
finnCap Limited (Nomad and Broker) Carl Holmes / James Thompson (Corporate Finance)	Tel: [phone]
MHP Communications (Financial PR)  Reg Hoare / Katie Hunt	Tel: [phone] [e-mail]
About Real Good Food Real Good Food plc is a food manufacturing business serving several market sectors including retail (own label and private label), manufacturing and export.  The Group has two businesses that make up the Cake Decoration division, Renshaw and Rainbow Dust Colours, with leading brands in their chosen markets.

Appendix

Agreement	Counterparty	Loan Principal (£)
Downing first Loan Note Instrument	Downing	1,233,451
Downing Chattel Loan Agreement	Downing	503,731
Downing Chattel Loan Agreement	Downing	348,424
Unsecured Loan Note Instrument	Downing	169,722
Unsecured Loan Note Instrument	Downing	108,707
Unsecured B Loan Note Instrument	Napier Brown	27,466
Unsecured B Loan Note Instrument	Napier Brown	856,666
Unsecured B Loan Note Instrument	Omnicane	29,224
Unsecured B Loan Note Instrument	Omnicane	856,666
Unsecured B Loan Note Instrument	Downing	283,913
Unsecured B Loan Note Instrument	Downing	286,668
	TOTAL	4,704,638
Convertible Loan Note	Napier Brown	3,400,899
Convertible Loan Note	Omnicane	3,400,899
Convertible Loan Note	Downing	2,004,774
	TOTAL	8,806,571

 

END

 

 

AGREAKNKFDNFEFA