REG - Real Good Food PLC - Extension to Funding Agreements

Real Good FoodAnnouncement

17/09/2021 07:00

RNS Number : 0721M
  
Real Good Food PLC
  
17 September 2021
  
 

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
 



 

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