REG - Real Good Food PLC - Notice of AGM and Proposed Delisting from AIM

Real Good FoodAnnouncement

27/09/2021 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20210927:nRSa9833Ma&default-theme=true

RNS Number : 9833M  Real Good Food PLC  27 September 2021

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

Real Good Food plc

("RGF" or "the Group")

 

Notice of Annual General Meeting and Proposed cancellation of admission of

Shares to trading on AIM

 

Real Good Food plc, (AIM: RGD) the diversified food business announces that
the Company's Annual General Meeting ("AGM") will be held at 11.00 a.m. on
the 20 October 20201and will be held at the offices of J F Renshaw Limited at
Crown Street, Liverpool L8 7RF. The Notice of Annual General Meeting will be
sent to shareholders later today and will be available on the Company's
website  www.realgoodfoodplc.com.

One of the resolutions being put to shareholders is in relation to the
proposed cancellation of admission of the Company's Shares to trading on AIM.
Contained within the notice of AGM are further details on the backgrounds to
and reasons for the proposed Cancellation and a recommendation from the
Directors that Shareholders vote in favour of the Cancellation Resolution.
Extracts from Chairman's Letter from the Notice of AGM can be found in the
appendix to this announcement.

Unless otherwise defined herein, capitalised terms used in this announcement
shall have the same meanings as defined in the Notice of AGM.

Enquiries:

 Real Good Food plc                                                 Tel: 0151 541 3790

 Mike Holt, Non-Executive Chairman

 Maribeth Keeling, Finance Director

 finnCap Limited (Nomad and Broker)                                 Tel: 020 7220 0500

 Carl Holmes / James Thompson / Abigail Kelly (Corporate Finance)

 MHP Communications (Financial PR)                                  Tel: 020 3128 8100

 Reg Hoare / Katie Hunt                                             rgf@mhpc.com

 

 

 

 

 

 

 

APPENDIX

1.   Introduction

I am pleased to be writing to you with details of the business to be
transacted at the Company's 2021 Annual General Meeting (the "AGM") which will
be held at the offices of J F Renshaw Limited at Crown Street, Liverpool L8
7RF at 11.00 am on 20 October 2021.  The notice of AGM is set out on pages 12
to 15 and an explanation of the Resolutions proposed is set out on page 16 of
this document.

In addition to the business customarily undertaken at an annual general
meeting of the Company, and as announced on 21 September 2021, the Company
intends to seek Shareholder approval for the cancellation of the admission of
its Shares to trading on AIM with effect from 7.00 am on 18 November 2021.

In light of the on-going COVID-19 pandemic and that UK Government restrictions
and guidelines as to public gatherings and social distancing can be altered at
short notice, the Board strongly urges all Shareholders to register their
votes in advance by appointing the chairman of the AGM as their proxy and
giving him voting instructions.

However, if you nonetheless plan to attend the AGM in person, we would ask
that you email our Company Secretary, Maribeth Keeling, at
RGFplc@realgoodfoodplc.co.uk (mailto:RGFplc@realgoodfoodplc.co.uk) by 5.00 pm
on 15 October 2021 to confirm that intention, giving details of your name and
Investor Code (IVC).  We are asking Shareholders to do this so that we can
seek to put in place any appropriate measures to comply with the then current
UK Government restrictions and guidelines regarding public gatherings and
social distancing (if any).  The health and safety of our Shareholders and
colleagues is the Company's priority and we are committed to supporting UK
Government's efforts in relation to the COVID-19 pandemic.

In the event that disruption to the AGM becomes unavoidable, we will announce
any changes relating to the meeting (such as timing) as soon as practicably
possible through the Company's website and/or a Regulatory Information
Service.

2.   Background to and reasons for the Cancellation

The Board has for some time been assessing the advantages and disadvantages to
the Company and its Shareholders in retaining its quotation on AIM.  The
Board has now concluded and believes that seeking the Cancellation is in the
best interests of the Company and its Shareholders as a whole. In reaching
this conclusion, the Board has considered the following key factors (amongst
others):

 

·      the considerable cost, management time and the legal and
regulatory burden associated with maintaining the Company's admission to
trading on AIM which, in the Directors' opinion, are  disproportionate to the
benefits to the Company;

 

·      the AIM quotation of the Shares does not offer investors the
opportunity to trade in meaningful volumes per se or with frequency within an
active market.  With low trading volumes, the Company's Share price can move
up or down significantly following trades of small numbers of Shares; and

 

·      due to the limited liquidity in the Shares and, in practical
terms, a small free float and market capitalisation, continued admission to
trading on AIM no longer sufficiently provides the Company with the advantages
of providing access to capital.

 

3.   Cancellation process

Under the AIM Rules it is a requirement that, unless the London Stock Exchange
otherwise agrees, the Cancellation must be conditional upon the consent of not
less than 75 per cent. of votes cast by the Shareholders at a general
meeting.  Accordingly, the Company is proposing the Cancellation Resolution
at the AGM.  In addition, the Company is required to give a notice period of
not less than 20 Business Days from the date on which notice of the intended
Cancellation is notified via a Regulatory Information Service and is given to
the London Stock Exchange.  Accordingly, on 16(th) September 2021, the
Company (through finnCap) notified the London Stock Exchange of the Company's
intention, subject to the Cancellation Resolution being passed at the AGM, to
cancel the admission of the Shares to trading on AIM with effect from 7.00 am
on 18 November 2021.

Upon the Cancellation becoming effective finnCap will cease to act as
nominated adviser to the Company and the Company will no longer be required to
comply with the AIM Rules.

The Directors are aware that certain Shareholders may be unable or unwilling
to hold Shares in the event that the Cancellation is approved and becomes
effective. Such Shareholders should consider selling their Shares in the
market prior to the Cancellation becoming effective.

 

4.   Principal effects of the Cancellation

The Board considers the principal effects of the Cancellation will be:

·     there will no longer be a public market mechanism for Shareholders
to trade in the Shares and no price will be publicly quoted for the Shares;

 

·     the Shares will remain freely transferable and the Company intends
to implement a Matched Bargain Facility in order to give Shareholders an
opportunity to conduct transactions in the Shares following Cancellation (see
paragraph 6 for further details).  The Shares may, however, be more difficult
to trade compared to shares of companies trading via the public markets
although the Directors note that the existing liquidity in the Shares on AIM
is also in their belief very limited;

 

·      it is possible that, following publication of this document, the
liquidity and marketability of the Shares may be reduced and the value of such
shares may be consequently adversely affected, although, as previously stated,
the Directors note that the existing liquidity in the Shares on AIM is also in
their belief very limited;

 

·     it may be more difficult for Shareholders to determine the market
value of their investment in the Company at any given time;

 

·     whilst the Company's CREST facility will remain in place following
the Cancellation, the Company's CREST facility may be cancelled in the future
and, although the Shares will remain transferable, they may cease to be
transferable through CREST;

 

·     the AIM Rules will no longer apply to the Company and,
accordingly, Shareholders will no longer be afforded the protections given by
the AIM Rules.  In particular, the Company will not be bound to:

 

-     make any public announcements of material events, or to announce
interim or final results;

-     comply with any of the corporate governance practices applicable to
AIM companies;

-     announce substantial transactions and related party transactions;

-     comply with the requirement to obtain Shareholder approval for
reverse takeovers and fundamental changes in the Company's business; or

-     comply with AIM Rule 26, obliging the Company to publish prescribed
information on its website;

 

·     the relationship agreement entered into between, amongst others,
(i) the Company, (ii) finnCap  and (iii) each of the Principal Shareholders
will terminate automatically on the Cancellation becoming effective.  That
agreement contains, amongst other things, certain undertakings regarding the
appointment and removal of directors of the Company and the Company's business
being carried on independently of the Principal Shareholders;

 

·      the Company will cease to retain an AIM nominated adviser and a
broker;

 

·     as an unlisted and non-traded company, the Company will be subject
to less stringent accounting disclosure requirements;

 

·      the Company would no longer be subject to UK MAR regulating
inside information and other matters;

 

·      the Company will no longer publicly disclose any change in major
shareholdings in the Company under the DTRs;

 

·    as from the date of the Cancellation, stamp duty will be due on
transfers of shares and agreements to transfer shares unless a relevant
exemption or relief applies; and

 

·     the Cancellation might have either positive or negative taxation
consequences for Shareholders.  For those Shareholders that hold Shares
through an ISA, see paragraph 5.  Shareholders who are in any doubt about
their tax position should consult their own professional independent adviser
immediately.

 

These considerations are not exhaustive and Shareholders should seek their own
independent advice when assessing the likely impact of the Cancellation on
them.  Shareholders should be aware that if the Cancellation takes effect,
they will at that time cease to hold Shares in a company whose shares are
admitted to trading on AIM and the matters set out above will automatically
apply to the Company from the date of the Cancellation.

After the Cancellation, the Company will continue to comply with the
applicable statutory requirements of a company incorporated in England and
Wales, including the Companies Act and its articles of association.  In
addition, the requirements of the Takeover Code will continue to apply as set
out therein.

5.   Shares held through an ISA account

The Shares will cease to be eligible to be held within an ISA upon the
Cancellation taking effect.  An ISA manager will have to either sell Shares
held in a Shareholder's ISA or transfer them to the Shareholder to be held
outside an ISA, within 30 calendar days of the Cancellation.

When the title of an investment in an ISA is transferred from an ISA manager
to an investor, the investor is deemed to have sold the investment for a
market value sum and immediately reacquired it for the same amount.  Any
notional gain on the deemed sale is exempt from charge.  Any future capital
gains or losses are calculated by reference to the value of the shares when
they left the ISA.  This is the combined effect of regulations 22 and 34 of
the Individual Savings Account Regulations 1998.  It is not, however, clear
how this general tax treatment applies when shares are transferred out of an
ISA after a delisting or cancellation from trading on AIM.

This summary is for general information purposes only.  It is not intended to
constitute tax or other advice and should not be relied on or treated as a
substitute for specific advice relevant to a Shareholder's specific
circumstances.  Shareholders should consult their own professional advisers
as soon as possible.

6.   Matched Bargain Facility

The Directors are aware that certain Shareholders may be unable or unwilling
to hold Shares in an unquoted company with no means of conducting transactions
in Shares if the Cancellation is approved and becomes effective. Although, as
previously stated, the Directors note that the existing liquidity in the
Shares on AIM is also in their belief very limited.

The Directors are aware that, should the Cancellation be approved by
Shareholders and becomes effective, it would make it more difficult to buy and
sell Shares in the Company following the Cancellation.  Therefore, the
Company intends to implement a Matched Bargain Facility shortly after the
Cancellation to assist Shareholders with conducting transactions in the
Shares.

Should the Cancellation become effective, details of the Matched Bargain
Facility, which the Directors expect to be run through JP Jenkins, will be
made available to Shareholders on the Company's website. Under the Matched
Bargain Facility, Shareholders or persons wishing to acquire or dispose of
Ordinary Shares will be able to leave an indication with J P Jenkins, through
their stockbroker (J P Jenkins is unable to deal directly with members of the
public), of the number of Ordinary Shares that they are prepared to buy or
sell at an agreed price.  In the event that J P Jenkins is able to match that
order with an opposite sell or buy instruction, they would contact both
parties and then effect the bargain.

Shareholders will continue to be able to hold their Shares in uncertificated
form (that is, in CREST) and should check with their existing stockbroker
whether they are willing or able to conduct transactions in unquoted shares.

          7.   Recent financial performance

On 21 September 2021, the Company released its final results for the year
ended 31 March 2021 which contained an outlook statement reflecting the recent
financial performance of the Group which is reproduced below:

"Since year-end, the Group has seen a pick-up in revenues across every sector.
After five months of trading, revenues are 33% up on the same period last year
and, more importantly, 1.3% ahead of the first five months of FY20. FY22
year-to-date EBITDA is a profit, trading ahead of FY21 EBITDA and FY20
EBITDA; this is particularly pleasing given the short-term challenges and
increased costs of logistics due to driver shortages and limited availability
of shipping containers.

Prospects for the remainder of the year are good and the Board is confident of
reporting further progress. It is also encouraging to note that the business
is being recognised for its innovation and quality of new products."

        8.   Future communication with Shareholders

The Directors wish to continue to engage with all Shareholders and enable
effective ongoing communication. Should the Cancellation become effective,
biannual webinars will be held by the Executive Chairman to discuss the
Company's strategy and performance.

           9.   Corporate Governance

Over the last three years, the Board has been refreshed and significant
improvements have been made in relation to corporate governance. The Directors
are fully committed to ensuring that good governance continues in order to
best serve the interests of the Company and all of its Shareholders.

          10.  Action to be taken in relation to the AGM

A Shareholder may appoint one or more proxies to exercise all or any of their
rights to vote at the AGM.  A proxy need not be a member of the Company but
must attend the meeting in person for the member's vote to be counted.  If a
Shareholder appoints more than one proxy, each proxy must be appointed to
exercise the rights attached to a different Share or Shares held by the
Shareholder.  If a Shareholder wishes to appoint more than one proxy, they
may do so at www.signalshares.com (http://www.signalshares.com) . In light of
the on-going COVID-19 pandemic and that UK Government restrictions and
guidelines as to public gatherings and social distancing can be altered at
short notice, the Board strongly urges all Shareholders to register their
votes in advance by appointing the chairman of the AGM as their proxy and
giving him voting instructions.

To be effective, the proxy vote must be submitted at www.signalshares.com
(http://www.signalshares.com) so as to have been received by the Company's
Registrars, Link Group, not less than 48 hours (excluding weekends and public
holidays in England) before the time appointed for the meeting or any
adjournment of it.  By registering on the Signal shares portal at
www.signalshares.com (http://www.signalshares.com) , you can manage your
shareholding, including: (i) cast your vote; (ii) change your dividend payment
instruction; (iii) update your address; and (iv) select your communication
preference.

If a paper Form of Proxy is requested from the Company's Registrars, it should
be completed and returned to Link Group, PXS1, Central Square, 29 Wellington
Street, Leeds LS1 4DL to be received not less than 48 hours (excluding
weekends and public holidays in England) before the time appointed for the
meeting or any adjournment of it.  Any power of attorney or other authority
under which a Form of Proxy is submitted must be returned to the Company's
Registrars, Link Group, at PXS1, Central Square, 29 Wellington Street, Leeds
LS1 4DL.

11.  Intention of Principal Shareholders

The Principal Shareholders have each confirmed their intention to vote in
favour of the Resolutions in respect of their own beneficial shareholdings in
the Company being, in aggregate, 50,659,581 Shares representing 50.9% per
cent. of the total voting rights of the Company.

12.  Recommendation

The Directors consider that all resolutions to be put to the AGM are in the
best interests of the Company and the Shareholders as a whole and are most
likely to promote the success of the Company for the benefit of its
Shareholders as a whole.  Accordingly, the Directors unanimously recommend
that Shareholders vote in favour of all the proposed resolutions, as the
Directors intend to do in respect of their own beneficial shareholdings in the
Company.

 

Yours sincerely

 

Mike Holt

Executive Chairman

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  NOASEAFAMEFSELU