Real Good Food: intends to launch Open Offer

Liverpool / UK. (rgf) The Board of British Real Good Food Company PLC (RGF) announces its intention to launch an Open Offer for up to 1.0 million GBP, for qualifying shareholders («Qualifying Shareholders») to subscribe for new ordinary shares of 2 Pence each in the capital of the Company («Ordinary Shares») at a price of 5 Pence 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».

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