Real Good Food PLC Further re Repayment of Loan Note (3716G)
20 Novembre 2015 - 8:00AM
UK Regulatory
TIDMRGD
RNS Number : 3716G
Real Good Food PLC
20 November 2015
Real Good Food plc ("Real Good Food" or "the Company")
Further re Repayment of Loan Note
Following the publication of its interim results to 30 September
2015 (the "Interim Results") on 11 November 2015, the Company is
providing the following additional information in relation to the
repayment of its GBP2,773,908 shareholder loan (the "Loan Note") to
Napier Brown Ingredients Limited ("NBIL").
As disclosed in the Interim Results, the Company has repaid the
Loan Note as well accrued interest and outstanding interest of
GBP324k and a redemption fee of GBP902k (the "Redemption Fee").
The Loan Note and all accrued interest had historically been
subordinated to the Company's primary lenders and therefore had
become immediately due and payable following completion of the
disposal of the Napier Brown Sugar Limited (the "Disposal") earlier
this year at which time the Company repaid all debt outstanding to
its primary lenders.
The Company had agreed, in 2014, to commence interest payments
when permissible under the Company's banking facilities at a rate
of 10% per annum until 2020 in recognition of the fact that no
interest had been paid in relation to the Loan Note since 2005.
Following the Disposal and as the Loan Note and all accrued
interest was fully due and payable NBIL had notified the Company of
its requirement for the full repayment of the Loan Note and all
accrued interest. As part of this notification it became apparent
that there was a possible dispute in relation to the quantum of
interest due and payable to NBIL as the total interest accrued and
claimed since 2005, when the Company assumed the obligation to
repay the Loan Note, was in excess of GBP2.5m.
The Board concluded that it was in the best interests of the
Company to settle this dispute expeditiously and therefore agreed
to repay the Loan Note on 3 June 2015 and accrued/outstanding
interest together with the payment of the Redemption Fee in full
and final settlement of all or any claims relating thereto
including any claim against all future interest payments on the
revised terms of the Loan Note with NBIL setting aside any claims
for unpaid interest during the period from 2005 to 2015.
Patrick Ridgwell, a non-executive director of the Company, is
beneficially interested in NBIL, who hold a 31.8% interest in the
Company's shares. Consequently NBIL is considered a related party
and the payment of the Redemption Fee was a related party
transaction under the AIM Rules.
The independent directors of the Company, which for the purposes
of the Loan Note excludes Patrick Ridgwell, consider, having
consulted with its nominated adviser, that the terms of the
Redemption Fee were fair and reasonable insofar as its shareholders
are concerned.
Enquiries
Real Good Food plc
Pieter Totté (Executive Chairman) Tel: 020 3056 1516
David Newman (Finance Director) Tel: 020 3056 1516
Andrew Brown (Marketing Director) Tel: 020 3056 1516
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
This information is provided by RNS
The company news service from the London Stock Exchange
END
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