Investor Presentaiton
Pro forma balance sheet: 30 December 2022
RETAIL
FOOD
GROUP
Balance Sheet
$'m
Dec-22
Actual
Debt
repayment
(Feb-23)
ACCC
Resolution
Restricted Unrestricted Transaction Transaction
cash
cash proceeds1 costs²
Repay and
extinguish Growth
existing opportunities³
facilities
Pro forma
balance
sheet
B
C
D
D
E
F
Cash reserves
24.2
(2.5)
(8.5)
(5.9)
7.2
47.4
(3.7)
(34.0)
(6.5)
10.55
Other current assets
38.7
38.7
Intangible assets
225.7
225.7
Other non-current assets
67.9
4.2
6.5
78.6
Total assets
356.5
(2.5)
(8.5)
(5.9)
7.2
47.4
(3.7)
(29.8)
353.5
Borrowings
32.34
(2.5)
-
20.0
(29.8)
20.0
Other current liabilities
64.2
(8.5)
55.6
Other non-current liabilities
76.8
76.8
Total liabilities
173.3
(2.5)
(8.5)
Net assets
183.2
(5.9)
20.0
(29.8)
27.4
(3.7)
152.5
201.0
Key balance sheet movements:
A. Subsequent to the Dec-22 balance sheet, in Feb-23 and unrelated to the
Offer, a $2.5m principal debt repayment was made reducing the balance
owing of RFG's existing debt.
B. ACCC undertaking payable. $3.3m was paid in Q3FY23 with the remainder of
$5.2m becoming payable from Apr-23.
C. Restricted cash balance reserved for marketing specific pursuits and
unclaimed dividends.
D. Total debt and equity proceeds, net of transaction costs and establishment
fee, totals $43.7m.
E. $34.0m of Offer proceeds will be used to fully repay and extinguish existing
bank facilities to improve cash conversion and minimise refinance risk. The
Transaction includes drawdown of the New Debt Facility resulting in $20.0m of
debt remaining in the capital structure going forward.
F. $6.5m to be deployed over a 12 month period on core business and inorganic
growth opportunities.
1. Based on $27.4m proceeds from the Placement and SPP (assuming the SPP raises the target amount sought of $2.5m and there are no oversubscriptions accepted from the Placement or SPP). The SPP is not
underwritten. Assumes the successful completion of a New Debt Facility of $20.0m with WHSP. A binding term sheet has been executed by RFG and WHSP.
2. Transaction costs include legal and corporate advisory costs and are variable based on the targeted proceeds from the Placement, SPP, and New Debt Facility. Should proceeds from any of these sources differ to the
amounts in the table above, the transaction costs will also change.
3. Depending on the specific growth opportunities invested in, a portion of this increase to non-current assets may attributable to intangible assets.
4. Borrowings per the Dec-22 balance sheet was $32.1m compared to $32.3m in the above balance sheet. The $0.2m difference relates to capitalised borrowing costs (i.e. amounts not owed to existing lenders). For
presentation purposes, this amount has been included in the other current liabilities balance above.
5. Assumes the SPP raises the target amount sought of $2.5m. To the extent that proceeds from the SPP are less than $2.5m, this amount will be reduced accordingly.
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