Real Good Food PLC Notice of AGM/EGM (5384X)
01 Septembre 2015 - 8:04AM
UK Regulatory
TIDMRGD
RNS Number : 5384X
Real Good Food PLC
01 September 2015
REAL GOOD FOOD plc
("RGF" or the "Company")
Notice of Annual General Meeting ("AGM") and General Meeting
("GM") to approve the
proposed restructuring of share capital to enable dividend
payments
Real Good Food plc (AIM: RGD) announces that it will be holding
its AGM at 11.30 a.m. on 23 September 2015 at Haberdashers' Hall,
18 West Smithfield, London EC1A 9HQ. In addition, RGF announces
that it has posted a circular to Shareholders (the "Circular")
setting out the details of a proposed cancellation of share
capital.
At the General Meeting to be held at 2.30 p.m. on the same day
as the AGM, being 23 September 2015, the Company will ask
shareholders to approve proposals to restructure the balance sheet
of the Company by means of the cancellation of the share premium
account (the "Capital Cancellation") for the purpose of eliminating
the current deficit on the Company's profit and loss account and
creating positive distributable reserves to facilitate the payment
of dividends by the Company in due course.
Defined terms used in this announcement have the same meaning as
set out in the Circular.
Information about the Capital Cancellation is set out below
together with an expected timetable of events. Your attention is
drawn to the further information concerning the Capital
Cancellation included within the Circular.
A copy of the Circular is available for download from the
Company's website at www.realgoodfoodplc.com and further
announcements will be made as appropriate.
- ends -
About Real Good Food plc
Real Good Food plc is a diversified food business serving a
number of market sectors including retail, manufacturing,
wholesale, foodservice and export. The Company focuses on three
main markets: cake decoration (Renshaw, Rainbow Dust Colours), food
ingredients (Garrett Ingredients and R&W Scott) and premium
bakery (Haydens).
ENQUIRIES:
Real Good Food plc
Pieter Totté, Executive Chairman Tel: 020 3056 1516
Andrew Brown, Marketing Director Tel: 020 3056 1517
Shore Capital & Corporate
(Nomad and Joint Broker) Tel: 020 7408 4090
Stephane Auton
Patrick Castle
Daniel Stewart and Company Plc
(Joint Broker) Tel: 020 7776 6550
Martin Lampshire
Belvedere Communications (PR) Tel: 020 3567 0510
John West
Kim van Beeck
Background
Following the Company's acquisition of Rainbow Dust Colours
Limited in January 2015 and the sale of Napier Brown Sugars Limited
in May 2015, the company has significantly reduced its net debt and
increased its potential to generate profits and cash. Previous
corporate activity had left the Company with a deficit to
distributable reserves but a significant positive balance to Share
Premium Account.
Until the deficit to the distributable reserves has been
eliminated, the Company is precluded by the Act from paying
dividends to Shareholders. The Directors propose to eliminate the
deficit by the Capital Cancellation and to the extent that the
amount of the Capital Cancellation exceeds the deficit, to create
distributable reserves.
Capital Cancellation
Under English law, a company may reduce or cancel its share
capital (including its share premium account) and apply the reserve
arising on the reduction against an accumulated deficit on its
profit and loss account provided that it obtains the approval of
shareholders in a general meeting and the confirmation of the High
Court.
Accordingly, subject to the approval of Shareholders at the
General Meeting and the confirmation of the High Court, it is
intended that the Company cancel the amount standing to the credit
of the share premium account, GBP71.272 million, and apply the
reserve arising on the cancellation to eliminate the accumulated
deficit on the Company's profit and loss account. To the extent
that the Capital Cancellation exceeds the deficit, it will result
in positive distributable reserves.
As a condition to approving the Capital Cancellation, the High
Court will need to be satisfied that the interests of the Company's
creditors are not adversely affected. The Company is satisfied that
it will be able to demonstrate this to the High Court but, if
necessary, the Company will put into place such form of creditor
protection as it may be advised is appropriate.
The Directors reserve the right to abandon or discontinue any
application to the High Court if they believe that the terms
required to obtain confirmation are unsatisfactory to the Company.
The Capital Cancellation will take effect upon the registration of
the Court Order by the Registrar of Companies.
Once the Capital Cancellation has been completed and any
creditor protection requirements imposed by the High Court have
been satisfied, the Company, provided that it has an accumulated
surplus on its profit and loss account, would then be in a position
to pay dividends when, and in such amounts, as the Directors
determine, subject to the usual shareholder approvals and any
conditions imposed by the Court.
General Meeting
To effect the Capital Cancellation, Shareholders must approve
the cancellation of the share premium account by way of a special
resolution at the General Meeting. Notice convening the General
Meeting is set out in the Circular. Subject to Shareholders passing
the Resolution, approval of the High Court will be sought as soon
as reasonably practicable after the General Meeting and it is
anticipated that the process shall be completed before the end of
December 2015.
Recommendation
Your Directors consider the passing of the Resolution and the
proposed Capital Cancellation to be fair and reasonable and in the
best interests of the Shareholders and the Company as a whole.
Accordingly, your Directors recommend that all Shareholders vote in
favour of the Resolution to be proposed at the General Meeting.
EXPECTED TIMETABLE
Latest time and date for 2.30 p.m. on 21 September
receipt of Forms of 2015
Proxy for use at the General
Meeting
General Meeting 2.30 p.m. on 23 September
2015
This information is provided by RNS
The company news service from the London Stock Exchange
END
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