TIDMRGD
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
APPIX
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 b y 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 . 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 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 , 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
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