Real Good Food PLC Extension to Redemption Dates (6397I)

TIDMRGD

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                               Tel: 0151 541 3790 
 Hugh Cawley, Chief Executive 
 Maribeth Keeling, Chief Financial Officer 
 
finnCap Limited (Nomad and Broker)               Tel: 020 7220 0500 
 Matt Goode / Carl Holmes / James Thompson 
 (Corporate Finance) 
 
MHP Communications (Financial PR)                Tel: 020 3128 8100 
 Reg Hoare / Katie Hunt                           rgf@mhpc.com 
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). 
 
 
                                                          Loan Principal   Redemption 
 Agreement                                Counterparty     (GBP)            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 
                                                         ---------------

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END

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August 12, 2019 02:00 ET (06:00 GMT)

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