RGF fined £450k for Stock Exchange rule break

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Renshaw and Brighter Foods owner Real Good Food has been fined £450,000 for breaching Alternative Investment Market (AIM) rules two years ago.

The fine – which will be cut to £300,000 for early settlement – follows “serious breaches of AIM rules and a pattern of unacceptable conduct by the board”, stated the London Stock Exchange in its ruling, published this morning (30 May).

This relates to:

The company’s disclosure of misleading or incomplete information in its notification of 29 June 2017 in respect of its expected trading performance;
Disclosure failures with respect to multiple related party transactions between the company and certain members of the company’s former board
Directors’ dealing in a close period and a delay in notification of that dealing
Failures in the company’s procedures and controls to comply with the AIM Rules, and in its approach to ensuring both collective and individual responsibility of its directors for its AIM rules compliance and in its approach to providing information to, and seeking advice from, its nominated adviser.

Following the ruling, RGF said it regretted the breaches and “fully understands and accepts the importance of sound corporate governance and complying with the AIM Rules”.

It added that it cooperated fully with the London Stock Exchange’s enquiry and that, since the events referred to above, the former chairman and two other directors had left the company. (See Timeline below.)

RGF has also since adopted new corporate governance and implemented new financial processes and procedures, including the appointment of a number of new board members.

“We are pleased to draw a line under these unfortunate incidents in the company’s history, for which we have accepted responsibility,” said RGF chief executive Hugh Cawley.

“We now have in place fit-for-purpose corporate governance and are committed to complying with our obligations under the AIM Rules.”

Real Good Food timeline

1 August 2017

RGF announces earnings for 2017 will be £2m, around £3m lower than previously forecast, and that profits in 2018 will be lower than expected.
RGF also reveals that payments for consultancy services made to executive chairman Pieter Totté and non-executive director Peter Salter have not been disclosed in transaction notes for accounts in 2014 to 2016, but have been accounted for.
Salter, chairman of RGF audit and remuneration committees, resigns.

8 August

Founder and executive chairman Pieter Totté resigns and steps down from the board with immediate effect.
Non-exec director Pat Ridgwell becomes interim chairman, while non-exec director Christopher Thomas becomes executive director.
Finance director David Newman is replaced by Harveen Rai, but remains with the company for a changeover period.
New non-executive director Hugh Cawley joins the board to head RGF’s audit committee, while non-exec director Judith Mackenzie becomes head of the remuneration committee.

16 August

RGF secures a £2m overdraft facility with Lloyds Bank after a re-forecasting exercise finds a “short-term working capital requirement” as the business builds up stock ahead of Christmas and proceeds with previously announced investment programmes at Renshaw and Haydens.

29 August

RGF further reduces profit expectations for 2017 to £1m.

14 September

RGF says it is committed to improving its corporate governance and reporting, admitting standards have been below those investors “might reasonably expect”, adding it is “committed to rectifying this important aspect of operations and disclosure”.

21 September

Shareholders agree to give the business a £4m short-term debt facility.

October

RGF reports a £5.8m loss in the 12 months ending 31 March 2017, despite a £7.8m year-on-year increase in group sales to £108.2m. The loss is attributed to factors including “the effect of currency exchange on key commodity prices and poor financial control of central costs”.

December

RGF announces revenue up 30% year on year to £63.6m in the six months ending 30 September 2017, although it made a £6.7m pre-tax loss compared with a £0.9m loss in the same period the previous year.
Shareholders agree to provide an initial £3m of additional funds, while longer-term funding arrangements are put in place.

2018

January

RGF warns it is set to make £3.5m earnings loss following poor trading at end of 2017

March

Major shareholders agree to provide up to an additional £4m funding.

April

Kent Foods Limited buys Garrett Ingredients business from RGF.

May

RGF announces further £8.2m financing from major shareholders Napier Brown Ingredients, Omnicane International Investors, and funds managed by Downing LLP, stating that, without this, there was a “significant risk” it would not be able to trade.

June