Real Good Food PLC Intention to launch an Open Offer (5291Q)
06 June 2018 - 11:06PM
UK Regulatory
TIDMRGD
RNS Number : 5291Q
Real Good Food PLC
06 June 2018
06 June 2018
Real Good Food plc
("Real Good Food", "the Company" or "the Group")
Intention to launch an Open Offer
Proposed appointment of Non-Executive Directors
Real Good Food today announces its intention to launch an Open
Offer of shares to raise up to GBP1.0m for additional working
capital, and its intention to appoint two new non-executive
directors.
Open Offer
The Board of Real Good Food announces its intention to launch an
Open Offer for up to GBP1.0m, for qualifying shareholders
("Qualifying Shareholders") to subscribe for new ordinary shares of
2p each in the capital of the Company ("Ordinary Shares") at a
price of 5p per Ordinary Share, which equates to the strike price
of the proposed Replacement Convertible Loan Notes, as announced on
17 May 2018.
It is intended that the Open Offer be announced
contemporaneously with the whitewash process pursuant to Rule 9 of
the Takeover Code (the "Whitewash"), arising from proposed issuance
of Replacement Convertible Loan Notes as outlined in the Company's
announcement on 17 May 2018 and will be conditional upon completion
of that transaction. It is anticipated that shareholders will
receive a circular outlining the Whitewash and Open Offer no later
than August 2018.
The major shareholders of the Group (being Napier Brown
Holdings, Omnicane and certain funds of Downing LLP) do not intend
to take up their entitlement under the Open Offer and the Company
intends to include an excess application facility so that any
Ordinary Shares not subscribed for by Qualifying Shareholders
pursuant to the Open Offer will be available to other Qualifying
Shareholders to subscribe for over and above their basic
entitlements.
The proceeds of the Open Offer allows all Qualifying
Shareholders to participate in the refinancing of the Company
whilst also providing the Company with additional working capital
headroom.
Proposed appointment of Non-Executive Directors
The Board is currently in the process of seeking to appoint two
appropriately qualified and experienced candidates as independent
non-executive directors, being part of its improved corporate
governance practices. When suitable candidates have been identified
and have agreed to join the Board, the Company will make further
announcements about this in due course.
Hugh Cawley, Chief Executive of Real Good Food said:
"Having recently completed our new financing arrangements with
the Company's three major shareholders, the Board recognised the
importance of enabling all shareholders to participate in the
refinancing of the Company and is therefore intending to launch the
Open Offer accordingly."
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.
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 Group 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
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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
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