REG - Real Good Food PLC - Extension to Redemption Dates
RNS Number : 6397IReal Good Food PLC12 August 2019Real 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
Hugh Cawley, Chief Executive
Maribeth Keeling, Chief Financial Officer
Tel: 0151 541 3790
finnCap Limited (Nomad and Broker)
Matt Goode / Carl Holmes / James Thompson (Corporate Finance)
Tel: 020 7220 0500
MHP Communications (Financial PR)
Reg Hoare / Katie Hunt
Tel: 020 3128 8100
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).
Agreement
Counterparty
Loan Principal (£)
Redemption 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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