Further re Possible Offer

Real Good Food Company Plc (The)
22 June 2005

Date:                  22nd June 2005

On behalf of:          The Real Good Food Company plc

                       Immediate Release


Real Good Food Company PLC ('Real Good Food' or the 'Company')

Further re: Statement re Possible Offer


Further to the Company's announcement on 20 June 2005 that it has entered
discussions with Napier Brown Foods plc ('Napier Brown') regarding a possible
offer for Napier Brown, the board of Real Good Food is now in a position to
confirm that should it choose to make an all share* offer for Napier Brown such
an offer would be made on the following terms:

If the mid-market closing price of the Company's shares on the last business day
prior to announcement of the offer (the 'Reference Price') is at or above 140p
the Company will offer 1.5743 Real Good Food Shares for each Napier Brown share
(the 'Ratio') such that the value of the offer would be not less than 220p.

If the mid-market closing price of the Company's shares on the last business day
prior to announcement of the offer (the 'Reference Price') is below 140p the
Company will adjust the Ratio of Real Good Food Shares for each Napier Brown
share such that the value of the offer would be 220p.

Therefore any offer will have a value of not less than 220p per Napier Brown
share based on the latest mid-market closing price for Real Good Food shares at
the time of the offer announcement.

This price would represent a minimum premium of 26.4% to the mid-market closing
price of 174p on 17 June 2005 (the last business day before the 20 June
announcement).


* The Company reserves the right to make an all cash or partly cash funded offer
for Napier Brown


                      This information is provided by RNS
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