TIDMRGD
RNS Number : 1922H
Real Good Food PLC
02 December 2020
2 December 2020
Real Good Food plc
("RGF" or the "Group")
Extension to Redemption Dates, Related Party Transactions and
Notice of Results
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 2022
(the "Final Repayment Date") with no change to the interest rate
payable by the Company pursuant to each Agreement.
In addition, the Amendment Deed amends the convertible loan
notes ("CLNs") set out in the appendix such that the minimum annual
return on the CLNs will reduce from 30% per annum to 12% per annum,
effective from 31 December 2020. Amounts due in respect of the
period up to, and including, 31 December 2020 remain unchanged. For
avoidance of doubt, the redemption premium on the Loan Notes
instruments set out in the appendix remains payable at 15%.
As part of entering into the Amendment Deed the Company has
undertaken that it will not to enter into any transaction (or
transactions in aggregate) that would result in a fundamental
change of business of the Company without the prior consent of each
of the Major Shareholders. This obligation would cease in the event
of the repayment of the outstanding facilities with the Major
Shareholders.
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.
Current trading
Since the worst of the COVID impact, and as stated in RGF's AGM
trading update issued on 23 September 2020, both the Group's
businesses (Brighter Foods and Cake Decorations) have evidenced
recovery in their respective markets. Since then, and despite the
second COVID lockdown, the Group's trading has continued to recover
and both divisions are performing slightly ahead of the Board's
"COVID" budget expectations set at the time of the start of the
pandemic in March.
Notice of Results
In order to provide enough time to have finalised the extension
repayment agreements and deeds, and given the constraints of COVID,
the Group now expects to release its Annual Report and Accounts for
the year ended 31 March 2020 on 16 December 2020.
Mike Holt, Non-Executive Chairman commented:
"The Board is grateful for the support of its major shareholders
in agreeing these amendments, which provide the Group with greater
medium-term funding certainty during these challenging times. We
continue to believe that both Brighter Foods and Cake Decorations
are well placed and valuable businesses in what has been a
relatively resilient industry. We will provide a further business
update when we issue our annual results on 16 December."
-ENDS-
Enquiries :
Real Good Food plc Tel: 0151 541 3790
Mike Holt, Executive Chairman
Maribeth Keeling, Group Finance Director
finnCap Limited (Nomad and Broker) Tel: 020 7220 0500
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 food manufacturing business serving several
market sectors including retail (own label and private label),
manufacturing and export. The Group has two businesses, Cake Decoration
(Renshaw and Rainbow Dust Colours) and Food Ingredients (Brighter
Foods), with leading brands in their chosen markets.
Appendix
Agreement Counterparty Loan Principal
(GBP)
Downing first Loan Note Instrument Downing 6,149,054
Napier Brown First Loan Agreement Napier Brown 1,330,811
Omnicane First Loan Agreement Omnicane 1,331,955
Napier Brown Unsecured Loan Agreement Napier Brown 375,000
Omnicane Unsecured Loan Agreement Omnicane 375,000
Downing Chattel Loan Agreement Downing 900,000
Downing Chattel Loan Agreement Downing 433,333
Napier Brown Chattel Loan Agreement Napier Brown 900,000
Napier Brown Chattel Loan Agreement Napier Brown 433,333
Omnicane Chattel Loan Agreement Omnicane 500,000
Omnicane Chattel Loan Agreement Omnicane 500,000
Omnicane Chattel Loan Agreement Omnicane 333,333
Unsecured Loan Note Instrument Napier Brown 1,285,000
Unsecured Loan Note Instrument Omnicane 1,285,000
Unsecured Loan Note Instrument Downing 151,571
Unsecured Loan Note Instrument Downing 169,722
Unsecured Loan Note Instrument Downing 108,707
Unsecured B Loan Note Instrument Napier Brown 856,666
Unsecured B Loan Note Instrument Napier Brown 856,666
Unsecured B Loan Note Instrument Omnicane 856,666
Unsecured B Loan Note Instrument Omnicane 856,666
Unsecured B Loan Note Instrument Downing 286,668
Unsecured B Loan Note Instrument Downing 286,668
TOTAL 20,561,819
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
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END
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