Real Good Food PLC Historical related party transactions (6951Q)
September 14 2017 - 1:01AM
UK Regulatory
TIDMRGD
RNS Number : 6951Q
Real Good Food PLC
14 September 2017
Real Good Food PLC ("the Company")
Historical related party transactions
Further to the Company's notification of 1 August 2017 in
relation to historical consultancy payments made to certain former
and current Directors of the Company (the "Directors") that had not
been disclosed as related party transactions within its previously
published and audited Annual Report & Accounts for the periods
ending 31 March 2014 ("FY 14"), 31 March 2015 ("FY 15") and 31
March 2016 ("FY 16"), the Company hereby confirms the amounts of
previously undisclosed consultancy payments and previously
undisclosed Director fees made to these Directors.
Table 1
Director Aggregated Aggregated Aggregated Aggregated Aggregated
Undisclosed Undisclosed Undisclosed Payments Payments
Payments Payments Payments in the in the
in the in the in the year year
year ending year ending year ending ending ending
31 March 31 March 31 March 31 March 31 March
2014 2015 2016 2017 2018
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------- ------------- ------------- ------------- ----------- -----------
Pieter
Totté 253 336 1,319* 235 30
-------------- ------------- ------------- ------------- ----------- -----------
Peter
Salter 50 31 15 94 31
-------------- ------------- ------------- ------------- ----------- -----------
Pat Ridgwell 55 18
-------------- ------------- ------------- ------------- ----------- -----------
Note:
* includes a success fee of GBP1.1m pursuant to the sale of
Napier Brown Sugar Limited. The balance of GBP219k is comprised of
consultancy fees. A loan of GBP39k was also provided to P Totté in
this year which was subsequently repaid in June 2017.
Previously undisclosed fees of GBP56k relating to the
performance of Non-Executive Director duties in FY 13, FY 14 and FY
15 were paid to Jacques d'Unienville in FY 16.
In light of the recent discovery that transactions for these
separately remunerated activities had not been appropriately
declared as related party transactions in the Company's Annual
Report & Accounts as regulation required, the Board carried out
an exercise to establish precisely what payments had been made to
which related parties, with the assistance of the forensic
accounting department of BDO LLP. In addition to this, the scope of
the examination of historic records was extended to cover any and
all payments & transactions to Directors in whatever capacity
they acted. The table above therefore also includes details of
previously undisclosed payments made to Pieter Totté, Peter Salter
and Pat Ridgwell in the years ending 31 March 2017 ("FY 17") and
the current financial year ending 31 March 2018 ("FY 18"), which
will be included in the related party transaction notes to the
Company's Annual Report & Accounts for the relevant financial
period.
In the case of Pieter Totté, the aggregated payments detailed in
Table 1 were made pursuant to Consultancy Agreements for services
relating to merger and acquisition and other specific project work
which was out-with his day to day role as the Company's Executive
Chairman. At the time Pieter Totté was appointed as Executive Joint
Chairman on 4 November 2009, the Board agreed that he would receive
a salary for the role of Executive Chairman but that he would also
continue, at his behest, to carry out a significant role as an
M&A and project adviser to the Company which would be
remunerated in the form of consultancy payments. The aggregate
consultancy payments made in FY 14, FY 15 and FY 16 were GBP253k,
GBP336k and GBP219k respectively. In addition, a separate success
fee of GBP1.1m was made in FY 16 in relation to the successful
disposal of Napier Brown Sugar Limited.
As previously noted, all of the payments detailed in Table 1
were fully accounted for in the relevant accounting periods so have
no impact on the reported profit before tax for these three
years.
Furthermore, certain of the transactions detailed in Table 1
were not notified as related party transactions pursuant to AIM
Rule 13, and the Independent Directors did not consult with the
Company's Nominated Adviser at the time for the purposes of
establishing whether the payments were "fair and reasonable". The
payments which would have needed separate disclosure pursuant to
AIM Rule 13, (including a fair and reasonable opinion from the
Independent Directors of the Company at that time), were the
aggregated consultancy payments made to Pieter Totte in FY 15 and
FY 16 of GBP336k and GBP219k respectively and the GBP1.1m bonus
payment made in FY 16 (the "AIM Related Party Transactions").
The Independent Directors of the Company at the time these
payments were made, being Pat Ridgwell, Christopher Thomas and
Jacques d'Unienville consider that the terms of the AIM Related
Party Transactions were fair and reasonable at the time insofar as
the Company's shareholders are concerned, taking account of the
anticipated costs of other professional advisers providing similar
services.
The Board is clear that the standards of Corporate Governance
and reporting have historically been below those which investors
might reasonably expect and is committed to rectifying this
important aspect of operations and disclosure. The Board therefore
intends to appoint external advisers to conduct a full review of
the Company's Corporate Governance and Financial Reporting
procedures, and will make a further announcement when this review
has been completed and any necessary changes implemented.
-Ends-
ENQUIRIES:
Real Good Food plc
Chris Thomas, Executive Director Tel: 020 38573900
Harveen Rai, Finance Director
Andrew Brown, Marketing Director
finnCap Ltd (Nomad and Broker)
Matt Goode Tel: 020 7220 0500
Carl Holmes
Belvedere Communications (PR)
John West Tel: 020 3567 0510
Kim van Beeck
About Real Good Food plc
Real Good Food plc is a diversified food business serving a
number of market sectors including retail, manufacturing,
wholesale, foodservice and export. The Group focuses on three main
markets: Cake Decoration (Renshaw, Rainbow Dust Colours), Food
Ingredients (Brighter Foods, Garrett Ingredients and R&W Scott)
and Premium Bakery (Haydens and Chantilly Patisserie).
This information is provided by RNS
The company news service from the London Stock Exchange
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