Revolution Bars - Result of Open Offer

Revel Collective

01/05/2024 07:00

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RNS Number : 7031M  Revolution Bars Group  01 May 2024

THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH
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OR BREACH OF ANY APPLICABLE LAW OR REGULATION OF THAT JURISDICTION. THIS
ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.

 

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) NO 596/2014, AS AMENDED. UPON PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.

 

TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN
THE COMPANY'S CIRCULAR DATED 15 APRIL 2024.

For immediate release

 

1 May 2024

 

Revolution Bars Group plc

 

(the "Company" or the "Group")

 

Result of Open Offer

 

Revolution Bars Group plc (AIM: RBG), a leading operator of premium bars and
gastro pubs, trading mainly under the Revolution, Revolucion de Cuba and Peach
Pubs brands, is pleased to announce the results of its Open Offer.

 

On 10 April 2024, the Company announced its intention to raise gross proceeds
of up to £12.5 million by way of a Firm Placing, Subscription, Placing and
Open Offer, all at an issue price of 1 pence per New Ordinary Share. A total
of 1,251,292,455 New Ordinary Shares will be issued at the Issue Price
(subject to the conditions noted below), of which, 159,192,950 New Ordinary
Shares will be issued pursuant to the Open Offer. This brings the gross
proceeds of the Fundraising to approximately £12.5 million before expenses.

 

The Open Offer closed for acceptances at 11.00 a.m. on 30 April 2024. The
Company has received valid acceptances from Qualifying Shareholders in respect
of their Basic Entitlements in respect of 124,744,525 New Ordinary Shares,
representing approximately 62.0 per cent. of the available Open Offer Shares.
In addition, the Company has received applications from Qualifying
Shareholders under the Excess Application Facility in respect of 34,448,425
New Ordinary Shares, representing approximately 17.1 per cent. of the
available Open Offer Shares. Accordingly, Qualifying Shareholders who have
validly applied for Open Offer Shares will receive their full Basic and Excess
Entitlements. 42,099,505 New Ordinary Shares will be issued under the Placing
in accordance with the terms set out in the Circular.

 

General Meeting

 

The Fundraising remains conditional on the approval by Shareholders of the
Fundraising Resolutions at the Company's General Meeting which has been
postponed and is now expected to be held at 11:00 a.m. on 20 May 2024 (or any
adjournment thereof), the satisfaction of certain conditions in the Placing
Agreement, including but not limited to the Restructuring Plan being
sanctioned by the Court and there being (a) no outstanding application for
permission to appeal the order 21 days following the order being made, or (b)
in the event of any application for permission to appeal, such application has
been unsuccessful, refused, withdrawn or discontinued, in each case on or
before the Long Stop Date or such later date as may be provided for in the
documents which govern the Fundraising and Admission of the New Ordinary
Shares to trading on AIM occurring at or before 8.00 a.m. on 3 September 2024
(or such later date as the Company and Cavendish may agree, being not later
than 8.00 a.m. on 30 September 2024).

 

The Company will announce the results of the General Meeting as soon as
practicable after the meeting concludes.

 

Subscription Agreement

 

It was previously intended that Will Tuffy, a Non-Executive Director of the
Company would subscribe for 360,000 New Ordinary Shares via the Open Offer. Mr
Tuffy has instead entered into a subscription agreement with the Company in
relation to the subscription of 360,000 New Ordinary Shares, conditional upon,
inter alia, completion of the Fundraising.

 

Formal Sales Process

 

As an alternative to the potential Restructuring Plan in respect of the Plan
Company, the Company launched the Formal Sale Process on 10 April 2024, to
explore whether a sale of the Company will provide a more beneficial outcome
for stakeholders than the Restructuring Plan. In addition, the Company is also
still exploring whether a sale of one or more of the Company's subsidiaries,
or the business and assets of one or more of the Company's subsidiaries,
including the Plan Company, will provide a more beneficial outcome for
stakeholders than the Restructuring Plan.

 

For further information, please contact:

 

 Revolution Bars Group plc                                                     Tel: 0161 330 3876

 Rob Pitcher, CEO

 Danielle Davies, CFO

 Cavendish Capital Markets Limited (Financial and Rule 3 Adviser, Nominated    +44 (0) 20 7220 0500
 Adviser, Broker and Bookrunner)

 Matt Goode / Simon Hicks / Teddy Whiley / Hamish Waller (Corporate Finance)

 Tim Redfern (ECM)

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

 Instinctif (PR Adviser)                                                       Tel: 020 7457 2005

 Matthew Smallwood / Justine Warren

 020 7457 2010

 

Important Notices

 

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is
acting as nominated adviser exclusively for the Company and no one else in
connection with the Fundraising and will not regard any other person (whether
or not a recipient of this announcement) as a client in relation to the Open
Offer and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for providing advice,
in relation to the Open Offer or any other matter referred to in this
Announcement. Cavendish's responsibilities as the Company's nominated adviser
under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are
owed to the London Stock Exchange plc and the Company and not to any other
person.

 

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities whether
pursuant to this announcement or otherwise.

 

This announcement does not contain an offer or constitute any part of an offer
to the public within the meaning of Sections 85 and 102B of the Financial
Services and Markets Act 2000 ("FSMA"), as amended, or otherwise. This
announcement is not an "approved prospectus" within the meaning of Section
85(7) of the FSMA and a copy of it has not been, and will not be, delivered to
the FCA in accordance with the Prospectus Regulation Rules or delivered to any
other authority which could be a competent authority for the purpose of the
Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") or the
United Kingdom version of Prospectus Regulation (EU) 2017/1129 as it forms
part of retained European Union law by virtue of the European Union
(Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"). Its
contents have not been examined or approved by the London Stock Exchange plc,
nor has it been approved by an "authorised person" for the purposes of Section
21 of the FSMA. This announcement is being distributed to persons in the
United Kingdom only in circumstances in which section 21(1) of the FSMA does
not apply.

 

The distribution of this announcement in jurisdictions outside the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

 

This announcement (including any information incorporated by reference in this
announcement), oral statements made regarding the contents of this
Announcement, and other information published by the Company contain
statements about the Company that are or may be deemed to be forward looking
statements. Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects" or words or
terms of similar substance or the negative thereof, may be forward looking
statements.

 

These forward-looking statements are not guarantees of future performance.
Such forward-looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions. Many factors could cause actual results to differ
materially from those projected or implied in any forward-looking statements.
Due to such uncertainties and risks, readers should not rely on such
forward-looking statements, which speak only as of the date of this
announcement. The Company disclaims any obligation or responsibility to update
publicly or review any forward-looking or other statements contained in this
announcement, except as required by applicable law.

 

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.

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