Extension to Redemption Dates

RNS Number : 6397I

Real Good Food PLC

12 August 2019

 

Real Good Food plc

("RGF" or the "Group")

Extension to Redemption Dates and 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 17 May 2021 (the "Final Repayment Date") with no change to the interest rate payable by the Company pursuant to each Agreement. As agreed in the Amendment Deed the Agreements will be subject to an additional 7.5 per cent. of principal redemption premium should any of the Agreements be repaid after 31 March 2020 therefore the principal redemption premium post 31 March 2020 will now be 15 per cent.

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.

The Board considers that by extending the final repayment date of the Agreements it substantially alleviates the pressure on the Company to source funding in order to repay the Agreements the repayment dates of which fall due, in the absence of this latest agreement, on 30 June 2020.  Hugh Cawley, Maribeth Keeling, Mike Holt, and Steve Dawson, 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.

 -ENDS-

Enquiries:

Real Good Food plc Hugh Cawley, Chief Executive Maribeth Keeling, Chief Financial Officer	Tel: [phone]
finnCap Limited (Nomad and Broker) Matt Goode / 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 diversified food business serving a number of market sectors including retail, manufacturing, wholesale and export.  The Company now focuses on two markets: Cake Decoration (Renshaw and Rainbow Dust Colours) and Food Ingredients (Brighter Foods).

Agreement	Counterparty	Loan Principal (£)	Redemption Date
Downing first Loan Note Instrument	Downing	7,254,277	30 Jun 2020
Napier Brown First Loan Agreement	Napier Brown	2,000,000	30 Jun 2020
Omnicane First Loan Agreement	Omnicane	2,000,000	30 Jun 2020
Napier Brown Unsecured Loan Agreement	Napier Brown	1,000,000	30 Jun 2020
Omnicane Unsecured Loan Agreement	Omnicane	1,000,000	30 Jun 2020
Downing Chattel Loan Agreement	Downing	900,000	30 Jun 2020
Downing Chattel Loan Agreement	Downing	433,333	30 Jun 2020
Napier Brown Chattel Loan Agreement	Napier Brown	900,000	30 Jun 2020
Napier Brown Chattel Loan Agreement	Napier Brown	433,333	30 Jun 2020
Omnicane Chattel Loan Agreement	Omnicane	500,000	30 Jun 2020
Omnicane Chattel Loan Agreement	Omnicane	500,000	30 Jun 2020
Omnicane Chattel Loan Agreement	Omnicane	333,333	30 Jun 2020
Unsecured Loan Note Instrument	Napier Brown	1,285,000	30 Jun 2020
Unsecured Loan Note Instrument	Omnicane	1,285,000	30 Jun 2020
Unsecured Loan Note Instrument	Downing	151,571	30 Jun 2020
Unsecured Loan Note Instrument	Downing	169,722	30 Jun 2020
Unsecured Loan Note Instrument	Downing	108,707	30 Jun 2020
Unsecured B Loan Note Instrument	Napier Brown	856,666	30 Jun 2020
Unsecured B Loan Note Instrument	Napier Brown	856,666	30 Jun 2020
Unsecured B Loan Note Instrument	Omnicane	856,666	30 Jun 2020
Unsecured B Loan Note Instrument	Omnicane	856,666	30 Jun 2020
Unsecured B Loan Note Instrument	Downing	286,668	30 Jun 2020
Unsecured B Loan Note Instrument	Downing	286,668	30 Jun 2020
	TOTAL	24,254,276

 

END

 

 

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