REG - Nightcap PLC - Deferred consideration re. Adventure Bar Group

NightcapAnnouncement

30/06/2022 07:16

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220630:nRSd7157Qa&default-theme=true

RNS Number : 7157Q  Nightcap PLC  30 June 2022

30 June 2022

 

Nightcap plc

("Nightcap" or the "Company" or the "Group")

 

Finalising deferred consideration for acquisition of the Adventure Bar Group

 

 

Nightcap (AIM: NGHT), the owner of The Cocktail Club, the Adventure Bar Group
and the Barrio Familia group of bars, announces that, further to the
announcement made on 26 April 2022, the Company has issued 7,142,856 new
ordinary shares (the "Earn Out Consideration Shares") of 1p each ("Ordinary
Shares") in respect of the deferred consideration payable for its acquisition
of the Adventure Bar Group.

 

The Earn Out Consideration Shares were issued at a price of 21p per share,
valuing the deferred consideration paid at £1.5 million.  The Earn Out
Consideration Shares have been issued as follows: 2,321,428 to Bryan Lloyd;
2,267,857 to Thomas Kidd; 2,267,857 to Tobias Jackson; and 285,714 to Kieran
Botting. The FCA notification, made in accordance with the requirements of the
UK Market Abuse Regulation is appended further below.

 

As previously announced on 26 April 2022, the strong performance of the
Adventure Bar Group led to the achievement of the financial milestones
required for all the Earn Out Consideration Shares to be issued on a
significantly faster timeline than originally expected by the Board.

 

Sarah Willingham, Chief Executive Officer of Nightcap, commented:

"Realising the full earn-out early is a phenomenal achievement for the
founders of the Adventure Bar Group and with the recent successful opening of
Tonight Josephine in Cardiff along with the upcoming openings of Blame Gloria,
Bristol and Tonight Josephine, Liverpool, the business continues to go from
strength to strength".

 

"The business is setup for further expansion this year with a strong pipeline
of attractive sites under negotiation or in legal negotiations".

 

Admission to AIM

 

Application has been made to the London Stock Exchange for the Earn Out
Consideration Shares to be admitted to trading on AIM ("Admission"). It is
anticipated that Admission will occur, and dealings will commence in the Earn
Out Consideration Shares at 8:00 a.m. on or around 5 July 2022.

 

The Earn Out Consideration Shares rank pari passu in all respects with the
existing Ordinary Shares of the Company and therefore will rank equally for
all dividends or other distributions declared, made or paid after the date of
issue.

 

Total Voting Rights

 

Following the issue of the Earn Out Consideration Shares, the Company's
enlarged issued ordinary share capital now comprises 198,300,657 Ordinary
Shares, with one voting right per share. The Company does not hold any
Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares in
the Company with voting rights is now 198,300,657.

 

The above figure may be used by shareholders in the Company as the denominator
for the calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the share capital
of the Company under the FCA's Disclosure Guidance and Transparency Rules.

 

Interests of Directors and persons discharging managerial responsibilities
(PDMRs)

 

Following the issue of the 7,142,856 Earn Out Consideration Shares, Nightcap's
Directors now have the following percentage interests in the Company's issued
ordinary share capital:

 

                              Following the issue of the Earn Out Consideration Shares

                              Number of Ordinary Shares held  Percentage of issued ordinary share capital
 Director
 Michael Willingham-Toxvaerd  12,552,501                      6.33%
 Sarah Willingham-Toxvaerd    21,686,584                      10.94%
 Tobias Van der Meer          9,050,000                       4.56%
 Lance Moir                   360,000                         0.18%
 Thi-Hanh Jelf                180,000                         0.09%

 

In addition, certain of Nightcap's persons discharging managerial
responsibilities ("PDMRs") now have the following percentage interests in the
Company's issued ordinary share capital:

 

                      Following the issue of the Consideration Shares

                      Number of Ordinary Shares held  Percentage of issued ordinary share capital
 PDMR
 John James Goodman*  16,032,157                      8.08%
 James Hopkins        8,105,810                       4.09%
 Tobias Jackson       3,545,290                       1.79%
 Thomas Kidd          3,936,594                       1.99%
 Jim Robertson        111,484                         0.06%

 

*Includes 901,312 Ordinary Shares held by CGCC Ltd which is beneficially owned
and controlled by John James Goodman.

 

 

Further details on the terms and the structure of the acquisition of the
Adventure Bar Group and the Earn Out Consideration Shares are detailed in the
announcements released by the Company on 4 May 2021 and 26 April 2022.

 

 

For further enquiries:

 Nightcap plc

 Sarah Willingham / Toby Rolph / Gareth Edwards                          email@nightcapplc.com (mailto:email@nightcapplc.com)

 Allenby Capital Limited (Nominated Adviser and Broker)

 Nick Naylor / Alex Brearley / Piers Shimwell (Corporate Finance)

 Matt Butlin / Amrit Nahal / Tony Quirke (Sales and Corporate Broking)   +44 (0) 20 3328 5656

                                                                         www.allenbycapital.com (http://www.allenbycapital.com/)

 Bright Star Digital (PR)                                                https://www.brightstardigital.co.uk/ (https://www.brightstardigital.co.uk/)

 Pam Lyddon                                                              +44 (0) 7534 500 829

                                                                         pamlyddon@brightstardigital.co.uk (mailto:pamlyddon@brightstardigital.co.uk)

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them.

 1.    Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                         Thomas Kidd
 2.    Reason for the Notification
 a)    Position/status                                              Co-Managing Director, Adventure Bar Group
 b)    Initial notification/Amendment                               Initial Notification
 3.    Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                         Nightcap plc
 b)    LEI                                                          213800MVK2M2T12TZA46
 4.    Details of the transaction(s): section to be repeated for (i) each type of
       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
       place where transactions have been conducted
 a)    Description of the Financial instrument, type of instrument  Ordinary shares of 1p each

       Identification code                                          ISIN: GB00BLKGVD49
 b)    Nature of the transaction                                    Issue of ordinary shares as vendor consideration
 c)    Price(s) and volume(s)                                       Price(s)                           Volume(s)
                                                                    Issue price of 21 pence per share  2,267,857

 
 d)    Aggregated information:                                      n/a

       -  Aggregated volume

       -  Price
 e)    Date of the transaction                                      29 June 2021
 f)    Place of the transaction                                     Outside a trading venue

 

d)

Aggregated information:

-  Aggregated volume

-  Price

n/a

e)

Date of the transaction

29 June 2021

f)

Place of the transaction

Outside a trading venue

 

 1.    Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                         Tobias Jackson
 2.    Reason for the Notification
 a)    Position/status                                              Co-Managing Director, Adventure Bar Group
 b)    Initial notification/Amendment                               Initial Notification
 3.    Details of the issuer, emission allowance market participant, auction
       platform, auctioneer or auction monitor
 a)    Name                                                         Nightcap plc
 b)    LEI                                                          213800MVK2M2T12TZA46
 4.    Details of the transaction(s): section to be repeated for (i) each type of
       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
       place where transactions have been conducted
 a)    Description of the Financial instrument, type of instrument  Ordinary shares of 1p each

       Identification code                                          ISIN: GB00BLKGVD49
 b)    Nature of the transaction                                    Issue of ordinary shares as vendor consideration
 c)    Price(s) and volume(s)                                       Price(s)                           Volume(s)
                                                                    Issue price of 21 pence per share  2,267,857
 d)    Aggregated information:                                      n/a

       -  Aggregated volume

       -  Price
 e)    Date of the transaction                                      29 June 2021
 f)    Place of the transaction                                     Outside a trading venue

d)

Aggregated information:

-  Aggregated volume

-  Price

n/a

e)

Date of the transaction

29 June 2021

f)

Place of the transaction

Outside a trading venue

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  IOEPPUBUQUPPGMB