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: 0151 541 3790 |
|
| |
| | |
| finnCap Limited (Nomad and Broker) Carl Holmes / James Thompson (Corporate Finance) | Tel: 020 7220 0500 |
| | |
| | |
| MHP Communications (Financial PR) Reg Hoare / Katie Hunt | Tel: 020 3128 8100 rgf@mhpc.com |
| | |
| | |
| 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
|
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.