Rule 26 AIM
The following information is disclosed in accordance with Rule 26 of the AIM Rules (October 2022).
Country of Operation and Incorporation
Real Good Food plc (RGF) is a company incorporated in England and Wales. It was incorporated in 2003 and its registered number is 4666282.
The address of the registered office: 229 Crown Street, Liverpool, L8 7RF
The Company’s main country of operation is the United Kingdom.
For a full description of the Company’s business please click here
UK City Code on Takeovers and Mergers
The Company is subject to the UK City Code on Takeovers and Mergers
The Board of Directors and Corporate Governance
The names of the Company’s directors are as follows:
- Mike Holt – Executive Chairman
- Jacques d’Unienville – Non-Executive Director
- Judith MacKenzie – Non-Executive Director
- Gail Lumsden – Non-Executive Director
Brief biographies for each director can be found here. For details of Audit and Remuneration committees and their remit please click here.
The Company is committed to maintaining high standards of corporate governance. It is the Board’s intention both to disclose and report on the corporate governance structures and processes that are operated and to develop these further to meet the standards appropriate for a Group of Real Good Food’s size and complexity. The Company therefore applies the principles and spirit of corporate governance as set out by the Quoted Companies Alliance (QCA) Corporate Governance Code. Click here to read our latest Corporate Governance report and more details can be found within the company’s annual report and accounts.
Reviewed on 30th September 2022.
The Company is required to make its original admission document available pursuant to Rule 26 and the Company does not intend this document to be used for any other purpose. This document was written in 2003 and may be out of date in respect of certain matters. Please click here.
The Company has since updated the Articles of Association at the 2005 AGM. The articles outline any restrictions on the transfer of securities (if any).Please click here.
Circulars or similar publications sent to shareholders are:
- Circular September 2021 click here
- General meeting proxy 10 May 2021 click here
- Disposal of Brighter Foods circular 2021 click here
- Notice of AGM 2018 click here
- Circular July 2018 click here
- Annual Report 2017 click here
- Notice of AGM 2017 click here
July 2018 Whitewash and Documents on Display
- Memorandum and Articles of Association of Real Good Food Plc
- Articles of Association of Napier Brown Holdings Ltd
- Deed of Constitution of Mon Tresor & Mon Desert Limited (part 1, part 2, part 3)
- Certificate of name change from Mon Tresor & Mon Desert Limited to Omnicane Limited
Director Service Agreements and Letters of Appointment
The Material Contracts
- Amendment Deed
- Replacement CLN Agreement
- May 2018 Loan Note
- March 2018 Loan Note
- January 2018 Loan Note
- September 2017 Loan Notes
- August 2017 Cash-collateralised Overdraft Facility
- June 2017 Shareholder Loans (Napier Brown Holdings Ltd, Omnicane Ltd)
- June 2017 Loan Notes and July 2017 Placing
Details of other exchanges
The Company has not applied or agreed to have any of its securities admitted or traded to any exchanges or trading platforms other than AIM.
Shares in issue
As of 1st March 2022, Real Good Food had in issue 99,564,430 shares of 2 pence each in the Company (“Ordinary Shares”). No shares are held in treasury. In so far as the Company is aware, the percentage of Ordinary Shares not in public hands was 51.2%.
There are no restrictions on the transfer of Real Good Food Plc Aim securities.
As of 7th September 2022, the Company is aware of the following shareholders holding 3% or more of the issued share capital of the Company:
|Total Shares||% Holding|
|NB Ingredients Ltd||22,502,354||22.6%|
|Omnicane International Investment Co Ltd||20,653,954||20.7%|
|Mr J and Mrs S O’Driscoll||10,085,773||10.1%|
|Philip J Milton & Company Plc||6,390,128||6.4%|
The Company’s annual reports and interim reports published for the last three years can be found here.
Regulatory news and notifications
Notifications made by the Company in the past 12 months can be found in the Regulatory Announcements section.
For details of key advisors click here.
Modern Slavery Statement
A signed copy of Real Good Food’s statement on modern slavery and human trafficking is available to be viewed and downloaded here.