TIDMRGD
RNS Number : 9651S
Real Good Food PLC
28 June 2018
Real Good Food plc
("Real Good Food", "the Company" or "the Group")
Amendments to current funding arrangements
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 30 June 2020
(the "Final Repayment Date") with no change to the interest rate
payable by the Company pursuant to each Agreement. In addition, the
Amendment Deed provides that, subject to the provisions of an
intercreditor agreement between Lloyds Banking Group and each of
the Major Shareholders, an amount of cashflow reasonably determined
by the Company as surplus to working capital and prudent to be
applied in partial prepayment of the funds owed to the Major
Shareholders pursuant to the Agreements, shall be applied as such
pari passu to each individual Agreement, as funds become available
on the basis of a continual review of the position.
It is also agreed in the Amendment Deed that Agreements 1-8 (as
set out in the Appendix) will be subject to a 7.5% redemption
premium upon early repayment. Furthermore:
-- if Agreement 9 (as set out in the Appendix) is repaid before
12 January 2019, a 5 per cent. redemption premium will apply;
otherwise a 7.5% redemption premium will apply upon repayment.
-- if Agreement 10 (as set out in the Appendix) is repaid before
27 March 2019, a 5 per cent. redemption premium will apply;
otherwise a 7.5% redemption premium will apply upon repayment.
This arrangement replaces the previous early redemption
penalties which varied between nil and 10 per cent. of the
principal amount.
Related Party Transactions
As NB Ingredients Ltd, Omnicane and Downing are substantial
shareholders of the Company and each has Board representation, 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 on 28 and 30 June 2018. Hugh
Cawley, Harveen Rai and Christopher Thomas, 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.
APPENDIX
1. GBP8,750,000 Loan note instrument dated 28 June 2017 relating
to the Downing First Loan Notes constituted by the Company (as
amended);
2. GBP2,000,000 loan agreement dated 28 June 2017 made between
(1) the Company and (2) Napier Brown (as amended);
3. GBP2,000,000 loan agreement dated 28 June 2017 made between
(1) the Company and (2) Omnicane (as amended);
4. GBP1,000,000 loan agreement dated 16 August 2017 made between
(1) the Company and (2) Napier Brown (as amended);
5. GBP1,000,000 loan agreement dated 16 August 2017 made between
(1) the Company and (2) Omnicane (as amended);
6. GBP1,333,333 loan note instrument dated 20 September 2017
relating to the Downing Chattel Loan Notes constituted by the
Company;
7. GBP1,333,333 loan agreement dated 20 September 2017 made
between (1) the Company and (2) Napier Brown;
8. GBP1,333,333 loan agreement dated 20 September 2017 made
between (1) the Company and (2) Omnicane;
9. GBP3,000,000 loan note instrument dated 12 January 2018
relating to the Unsecured Loan Notes constituted by the Company
with Omnicane and NB Ingredients Ltd each providing GBP1,285,000
and certain funds of Downing LLP providing GBP430,000;
10. GBP4,000,000 loan note instrument dated 27 March 2018
relating to the Unsecured B Loan Notes constituted by the Company
with Omnicane and NB Ingredients Ltd each providing GBP1,713,332
and certain funds of Downing LLP providing GBP573,336.
Enquiries:
Real Good Food plc Tel: 020 3857 3900
Hugh Cawley, Chief Executive
Harveen Rai, Finance Director
finnCap Limited (Nomad and Broker) Tel: 020 7220 0500
Matt Goode / 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 diversified food business serving a number
of market sectors including retail, manufacturing, wholesale,
foodservice and export. The Company focuses on three main markets:
Cake Decoration (Renshaw and Rainbow Dust Colours), Food Ingredients
(R&W Scott and Brighter Foods) and Premium Bakery (Haydens and
Chantilly Patisserie).
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 or visit www.rns.com.
END
MSCFPMATMBITBLP
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June 28, 2018 11:51 ET (15:51 GMT)
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