REG - Revolution Bars - Fundraise, Restructuring Plan & FSP
10/04/2024 18:15
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RNS Number : 1033K Revolution Bars Group 10 April 2024
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM
THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF
SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR
OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF REVOLUTION BARS GROUP PLC IN
THE UNITED STATES, CANADA, JAPAN, NEW ZEALAND, AUSTRALIA, THE REPUBLIC OF
SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE
2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO
CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER
MIGHT BE MADE.
Revolution Bars Group Plc
(the "Company" or the "Group")
Proposed Restructuring Plan,
Fundraising to raise up to £12.5 million
via Firm Placing of up to 389,000,000 Ordinary Shares
Subscription of up to 661,000,000 Ordinary Shares,
Placing and Open Offer of up to 201,292,455 Ordinary Shares,
Each at a price of 1.0 pence per Ordinary Share,
Launch of Formal Sale Process
and
Notice of General Meeting
Revolution Bars Group plc, a leading operator of premium bars and gastro pubs,
trading mainly under the Revolution, Revolucion de Cuba and Peach Pubs brands
announces that, following a period of external challenges which have impacted
the Company's business and trading performance, the Board has considered all
the strategic options available to it. The Board has concluded that it is in
the best interest of the Company to support the proposal by Revolution Bars
Limited ("RBL" or the "Plan Company"), a subsidiary of the Group, of a
Restructuring Plan alongside a number of additional measures to be implemented
across the Group to re-shape its business as well as exploring, in parallel, a
formal sale process pursuant to the Takeover Code ("Formal Sale Process" or
"FSP"), in order to deliver the best outcome for stakeholders.
In order to fund the potential Restructuring Plan and provide additional
working capital for the Group, the Board has concluded, having undertaken a
detailed review of the Group's financial forecasts and expected trading
performance, that the Company needs to raise additional equity capital from
new and existing investors via an equity raise. The Company hereby announces a
firm placing ("Firm Placing"), subscription ("Subscription") and placing
("Placing") and open offer ("Open Offer") of up to, in aggregate,
1,251,292,455 new ordinary shares of 0.1 pence each in the Company ("New
Ordinary Shares") at a price of 1.0 pence per new Ordinary Share ("Issue
Price") to raise gross proceeds of approximately £10.5 million (or such other
amount as the Company and Cavendish may agree) under the Firm Placing and
Subscription, and up to approximately £2.0 million under the Placing and Open
Offer (the Firm Placing, Subscription and Placing and Open Offer together, the
"Fundraising"). The Fundraising is conditional on, amongst others, the
Restructuring Plan being sanctioned by the Court and there being (i) no
outstanding application for permission to appeal the order 21 days following
the order being made, or (ii) 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.
Without the additional funding proposed to be raised in connection with the
Fundraising and without the cost savings delivered through the proposed
Restructuring Plan, the Board anticipates that the Group will face liquidity
pressures from Q1 FY25 onwards.
As an alternative to the potential Restructuring Plan, the Company has today
launched the Formal Sale Process, 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 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 (the "M&A
Process").
Highlights
· Proposed Fundraising to raise up to £10.5 million via a Firm
Placing and Subscription and up to approximately £2.0 million via the Placing
and Open Offer.
· Cornerstone investments of £9.5 million, being £3.0 million
from Luke Johnson, £3.0 million from Robus SCSp, SICAV-FIAR - Robus Recovery
Fund II ("Robus") and £3.5 million from three key existing shareholders.
· The Firm Placing and the Placing will be conducted by Cavendish
through an accelerated bookbuilding process (the "ABB") which will be launched
immediately following this announcement.
· The Fundraising proceeds will be used to fund the
implementation of the Restructuring Plan, which will primarily impact the
Revolution branded sites, provide additional working capital to the Company
and is expected to enable the Company to recommence a site refurbishment
programme from FY26 for the Group's bars and pubs and exploration of site
acquisition opportunities for its Peach and De Cuba trading sites should the
Restructuring Plan be successful.
· The proposed Restructuring Plan, if sanctioned, would enable
significant Adj. EBITDA improvement (£3.8 million expected in first year)
through site rationalisation, rent reductions and other tangible central cost
savings. It would also enable a deleveraging of the Company (to less than 2x
LTM EBITDA anticipated by the end of FY26).
· In addition to the central costs savings identified (equating
to an approximately £0.9 million FY25 Adj. EBITDA benefit and included within
the expected £3.8 million Adj. EBITDA benefit detailed above) the Company
intends to identify up to a further £2.0 million of annual cost savings.
· It is proposed that Luke Johnson will join the Board as a
non-executive director in the first instance following implementation of the
Restructuring Plan and the Fundraising with a view to him being proposed to
take the role of Chairman at the Company's annual general meeting in 2024.
Further details will be provided in a further announcement in due course.
· The Lender has also indicated its willingness to provide
c.£6.9 million of support prior to and as part of the Restructuring Plan via:
o a £4.0 million write-off of existing debt;
o the deferral of 12 months of interest through conversion to Payment in
Kind (or "PIK"), which is estimated, based on the latest Company projections,
to total £2.2 million;
o c.£0.7 million of additional working capital support by allowing the
Group to retain proceeds from the sale of an office; and
o Suspension of the minimum liquidity covenant from April 2024 to April
2025.
· In addition, it is proposed that the Lender will be granted
warrants ("Warrants") to subscribe for up to 149,634,097 new Ordinary Shares
("Warrant Shares") at an exercise price of 0.1 pence per Warrant Share subject
to certain conditions including an exercise condition that the volume weighted
average price of the Company's Ordinary Shares equals at least 4.0 pence per
Ordinary Share for a period of 60 consecutive calendar days and (ii) the
Company having completed a refinancing of its debt facilities.
· Pursuant to the Open Offer, Qualifying Shareholders will have
an opportunity to subscribe for an aggregate of approximately 201 million Open
Offer Shares at the Issue Price on the basis of 7 Open Offer Shares for every
8 Existing Ordinary Shares held on the Record Date. In addition, the Open
Offer presents Qualifying Shareholders with an opportunity, provided that they
take up their Basic Entitlements in full, to apply for additional Open Offer
Shares through the Excess Application Facility.
· Directors to participate in the Fundraising for an aggregate
amount of approximately £120,500. Director participations in the Firm Placing
will be confirmed in the announcement to be made following the closing of the
ABB.
· In order to explore whether a potential sale of the Company or
any of its business, assets and/or subsidiaries would provide a better outcome
for stakeholders than the Restructuring Plan, the Company is, simultaneously,
launching a Formal Sale Process (as referred to in Note 2 on Rule 2.6 of the
Takeover Code) and an M&A Process (more details of each of these are set
out below).
· Discussions with stakeholders likely to be affected by the
potential Restructuring Plan will commence in the coming days.
The Fundraising
The Firm Placing and the Placing are being conducted by Cavendish Capital
Markets Limited ("Cavendish") by way of an ABB. The timing for the close of
the ABB and allocation of the Firm Placing Shares and the Placing Shares shall
be at the absolute discretion of Cavendish, in consultation with the Company.
The final number of Firm Placing Shares and the Placing Shares to be issued
pursuant to the Firm Placing and the Placing, respectively, will be agreed by
Cavendish and the Company at the close of the ABB. The result of the Firm
Placing and the Placing will be announced as soon as practicable thereafter.
In accordance with the terms of the placing agreement between the Company and
Cavendish ("Placing Agreement"), the Fundraising is conditional upon, amongst
other things, (i) 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., (ii) the Subscription Agreements not having been terminated in
accordance with their terms (as described below), (iii) the passing of the
Fundraising Resolutions to be set out in the Notice of General Meeting
(without material amendment) and (iv) the Placing Agreement not having been
terminated in accordance with its terms prior to Admission occurring on or
around 3 September 2024 (but no later than the Long Stop Date).
The Company has also entered into the Subscription Agreements with four key
investors in relation to the Subscription. These agreements contain customary
conditions (noting that certain subscribers have the benefit of conditions
pertaining to the financial benefit to be derived by the Group should the
Restructuring Plan be implemented).
It is anticipated that the New Ordinary Shares will represent approximately
84.6 per cent. of the Company's issued ordinary share capital following
Admission (assuming full take up under the Firm Placing, Subscription, the
Placing and the Open Offer). If the Warrants to be issued are exercised in
full, the Warrant Shares issued pursuant to such exercise will represent 10.0
per cent. of the Company's issued share capital immediately after Admission.
The Issue Price of 1.0 pence per New Ordinary Share represents a discount of
approximately 16.7 per cent. to the closing mid-market price of 1.2 pence per
Ordinary Share on 28 March 2024, being the last trading day immediately
preceding the suspension of the trading of the Company's Ordinary Shares on
AIM at 08:00 on 2 April 2024 ("Suspension"). The New Ordinary Shares, when
issued, will be fully paid and will rank pari passu in all respects with the
existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid in respect of such New Ordinary
Shares after the date of their admission to trading on AIM.
Cavendish is acting as broker and bookrunner in connection with the Firm
Placing and the Placing and as nominated adviser to the Fundraising. The
Fundraising is not underwritten.
The appendix to this Announcement (which forms part of this Announcement)
contains the detailed terms and conditions of the Firm Placing and the
Placing.
The Formal Sale Process
The Board has appointed Cavendish as its independent financial adviser for the
purposes of Rule 3 of the Code in relation to the Formal Sale Process. The
Board has appointed FTI Consulting as its financial adviser in relation to the
M&A Process.
The Panel on Takeovers and Mergers (the "Takeover Panel") has agreed that any
discussions with third parties may be conducted within the context of a Formal
Sale Process. Accordingly, it has granted a dispensation from the
requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any
interested party participating in the Formal Sale Process will not be required
to be publicly identified under Rules 2.4(a) or 2.4(b) as a result of this
announcement and any interested party participating in the Formal Sale Process
will not be subject to the 28-day deadline referred to in Rule 2.6(a) of the
Code for so long as it is participating in the Formal Sale Process. Further to
the Company's announcement of the 26 March 2024, the Company is considered to
be in an "offer period" as defined in the Code, and the dealing disclosure
requirements set out below will apply.
Parties with a potential interest in a transaction should contact FTI
Consulting in the first instance, whose details are set out below. Following
the initial contact with FTI Consulting, parties with a potential interest in
making an offer for the ordinary shares of the Company pursuant to the
Takeover Code via the Formal Sale Process will be referred to Cavendish, whose
details are set out below.
The Company intends to conduct a targeted process and any party interested in
participating in the Formal Sale Process or the M&A Process will, at the
appropriate time, as a condition to participation in the Formal Sale Process
or the M&A Process be required to enter into a non-disclosure agreement
with the Company on terms satisfactory to the Board of the Company. The
Company then intends to provide such interested parties with certain
information on the Company and its business and assets following which
interested parties will be invited to submit indicative proposals.
Further announcements regarding timings of subsequent steps for the Formal
Sale Process and the M&A Process will be made as appropriate.
The Company is not currently in any discussions with any potential offeror
relating to an acquisition of the issued and to be issued share capital of the
Company. There can be no certainty that an offer will be made, nor as to the
terms on which any offer will be made.
The Board of the Company reserves the right to alter or terminate the Formal
Sale Process and/or the M&A Process at any time and if it does so it will
make an announcement as appropriate. The Board of the Company also reserves
the right to reject any approach or terminate discussions with any interested
party at any time (without liability to any person).
The Takeover Code
The Takeover Code applies to quoted public companies which have their
registered office in the UK, the Channel Islands or the Isle of Man and, in
addition, unquoted public companies which have their registered office in the
UK, the Channel Islands, or the Isle of Man and whose central management and
control remain in the UK, the Channel Islands or the Isle of Man. Accordingly,
the Takeover Code applies to the Company. Under the Takeover Code, if an
acquisition of Ordinary Shares or interests therein were to increase the
aggregate holding of the acquirer and its concert parties to interests in
shares carrying 30 per cent. or more of the voting rights in the Company, the
acquirer and, depending on circumstances, its concert parties would be
required (except with the consent of the Takeover Panel) to make a cash offer
for the outstanding shares in the Company at a price not less than the highest
price paid for interests in shares by the acquirer or its concert parties
during the previous 12 months.
This requirement would also be triggered by any acquisition of New Ordinary
Shares and/or interest therein by a person holding (together with its concert
parties) Ordinary Shares carrying between 30 and 50 per cent. of the voting
rights in the Company if the effect of such acquisition was to increase that
person's percentage of the total voting rights of the Company.
Commenting on the Fundraising, Rob Pitcher, CEO of Revolution Bars Group plc,
said:
"Following a period of macro-economic and external challenges which has
impacted both the Company and disproportionately its Revolution brand's young
customer base and consequently our trading, the Board has had to consider all
strategic options for the Group to improve its future prospects and provide
the best outcome for all stakeholders. After much consideration, the Board
concluded that a plan to restructure the business, together with a fundraising
of up to £12.5 million and to simultaneously launch a formal sale process
would deliver the best value.
"We are driven by the imperative to deliver to stakeholders a business which
is fit for purpose in today's environment, better balanced and financed in a
way to provide a sustainable long-term future for the Group which, in time,
has the opportunity to grow and flourish again."
General Meeting and Shareholder Approval
For the New Ordinary Shares and the Warrant Shares to be issued on exercise of
the Warrants to be admitted to trading on AIM, Shareholder approval is
required:
a) by way of ordinary resolution to give the Directors authority to
allot the New Ordinary Shares and the Warrant Shares; and
b) by way of a special resolution to disapply statutory pre-emption
rights in respect of the New Ordinary Shares and the Warrant Shares.
The authorities referred to above are in addition to the Company's existing
general shareholder authorities to allot Ordinary Shares for cash on a
non-pre-emptive basis.
In order to obtain the necessary shareholder approval, a General Meeting is to
be held at 11:00 a.m. on 2 May 2024 at which the Resolutions will be proposed.
A Circular containing a notice of General Meeting is expected to be sent to
shareholders on 15 April 2024. The shareholder Circular and notice of General
Meeting will be made available on the Company's website at
https://www.revolutionbarsgroup.com/investors/.
EXPECTED TIMETABLE OF KEY EVENTS
2024
Record Date for entitlement to participate in the Open Offer 6.00 p.m. on 9 April
Announcement of the Fundraising intra-day on 10 April
Announcement of the Result of Fundraising by 11 April
Ex-entitlement Date for the Open Offer 11 April
Publication and despatch of the Circular, the form of proxy and, to Qualifying 15 April
Non-CREST Shareholders, the Application Form
Basic Entitlements and Excess CREST Open Offer Entitlements credited to CREST 8.00 a.m. on 16 April
stock accounts of Qualifying CREST Shareholders
Recommended latest time and date for requesting withdrawal of Basic 4.30 p.m. on 24 April
Entitlements and Excess CREST Open Offer Entitlements from CREST
Latest time for depositing Basic Entitlements and Excess CREST Open Offer 3.00 p.m. on 25 April
Entitlements into CREST
Latest time and date for splitting Application Forms (to satisfy bona fide 3.00 p.m. on 26 April
market claims only)
Latest time and date for receipt of proxy votes to be valid at the General 11.00 a.m. on 30 April
Meeting
Latest time and date for receipt of completed Application Forms and payment in 11.00 a.m. on 30 April
full under the Open Offer or settlement of relevant CREST instructions (as
appropriate)
Announcement of the result of the Open Offer 30 April
General Meeting 11.00 a.m. on 2 May
Announcement of the result of the General Meeting 2 May
Admission and commencement of dealings in the New Ordinary Shares on AIM 8.00 a.m. on 3 September
New Ordinary Shares in uncertificated form expected to be credited to accounts 8.00 a.m. on 3 September
in CREST (uncertificated holders only)
Expected date of despatch of definitive share certificates for the New by 10 September
Ordinary Shares in certificated form (certificated holders only)
Long Stop Date 30 September
Notes
1. Each of the times and dates set out in the above timetable and
mentioned in this announcement is subject to change by the Company (with the
agreement of Cavendish), in which event details of the new times and dates
will be notified to London Stock Exchange plc and the Company will make an
appropriate announcement to a Regulatory Information Service.
2. All events listed in the above timetable following the General
Meeting are conditional on, inter alia, the passing of the Resolutions at the
General Meeting.
3. References to times in this announcement are to London time (unless
otherwise stated).
FUNDRAISING STATISTICS
Market price per Existing Ordinary Share((1)) 1.2 pence
Issue Price per New Ordinary Share 1.0 pence
Discount to the market price of an Existing Ordinary Share((2)) 16.7 per cent.
Entitlement of Qualifying Shareholders under the Open Offer 7 Open Offer Shares for every 8 Existing Ordinary Shares held
Number of Ordinary Shares in issue as at the Latest Practicable Date 230,048,520
Number of New Ordinary Shares to be issued by the Company pursuant to the Firm Up to 389,000,000
Placing
Number of New Ordinary Shares to be issued by the Company pursuant to the 661,000,000
Subscription
Maximum number of New Ordinary Shares to be issued by the Company pursuant to Up to 201,292,455
the Placing and Open Offer
Number of New Ordinary Shares to be issued by the Company pursuant to the Up to 1,251,292,455
Fundraising((3))
Maximum number of Warrants over Ordinary Shares to be issued Up to 149,634,097
Enlarged Share Capital immediately following completion of the Up to 1,496,340,975
Fundraising((3))
Maximum New Ordinary Shares as a percentage of the Enlarged Share Capital((3)) 84.5 per cent.
A
Maximum gross proceeds of the Firm Placing and Subscription £10,500,000
Maximum gross proceeds of the Placing and Open Offer Up to £2,012,925
Net proceeds of the Fundraising receivable by the Company (after £11.6 million
expenses)((3))
Approximate market capitalisation at Admission at the Issue Price((3)) £15.0 million
TIDM RBG
Ordinary Shares
ISIN GB00BVDPPV41
SEDOL BVDPPV4
Open Offer Basic Entitlements
ISIN GB00BQXHTN57
SEDOL BQXHTN5
Open Offer Excess Entitlements
ISIN GB00BQXHTP71
SEDOL - Open Offer Excess Entitlements BQXHTP7
LEI 213800QG159LSTF5IH69
Notes:
(1) Closing mid-market price on the London Stock
Exchange's Daily Official List on the 28 March 2024, being the last trading
day before the Suspension.
(2) Being the percentage premium which the Issue Price
represents to the Closing Price on the 28 March 2024, being the last trading
day before the Suspension.
(3) Assumes that no further Ordinary Shares are issued as
a result of the exercise of any options or awards vesting under any Share Plan
between 28 March 2024 (being the last trading day before the Suspension) and
completion of the Fundraising and that the gross proceeds of the Firm Placing
and Subscription, in aggregate, is £10.5 million, being the minimum under the
Fundraise, and full take up under the Placing and the Open Offer.
Enquiries:
Revolution Bars Group plc Tel: 0161 330 3876
Rob Pitcher, CEO
Danielle Davies, CFO
Cavendish Capital Markets Limited (Financial and Rule 3 Adviser, Nominated Tel: 020 7220 0500
Adviser, Broker and Bookrunner)
Matt Goode / Simon Hicks / Teddy Whiley / Hamish Waller (Corporate Finance)
Tim Redfern (Corporate Broking)
FTI Consulting (Financial Adviser) Tel: 020 3077 0426
Ben Hughes ben.hughes@fticonsulting.com (mailto:ben.hughes@fticonsulting.com)
Callum Greig callum.greig@fticonsulting.com (mailto:callum.greig@fticonsulting.com)
Instinctif (Financial PR) Tel: 020 7457 2005
Matthew Smallwood / Justine Warren
020 7457 2010
Inside Information
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) no. 596/2014 (as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018). On the publication of this announcement via a
Regulatory Information Service, this inside information is now considered to
be in the public domain. The person responsible for making this announcement
on behalf of the Company is Rob Pitcher, CEO.
Notice related to financial adviser
Cavendish Capital Markets Limited ("Cavendish"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively for the
Company and for no one else in connection with the subject matter of this
Announcement and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the subject matter of this announcement. Neither Cavendish nor any
of its subsidiaries, affiliates or branches owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of Cavendish in connection with this
announcement, any statement or other matter or arrangement referred to herein
or otherwise.
FTI Financial Services Limited ("FTI Consulting") is authorised and regulated
by the Financial Conduct Authority and is acting exclusively for the Company
with respect to a potential transaction and will not be responsible to anyone
other than the Company. Neither FTI Consulting nor any of its subsidiaries,
affiliates or branches owes or accepts any duty, liability, or responsibility
whatsoever (whether direct, indirect, consequential, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of FTI
Consulting in connection with this announcement, any statement or other matter
or arrangement referred to herein or otherwise.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10(th) business day following the commencement of the
offer period and, if appropriate, by no later than 3.30 pm (London time) on
the 10(th) business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a securities exchange offeror
prior to the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in
respect of whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on the Takeover
Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk/) , including details of the number of
relevant securities in issue, when the offer period commenced and when any
offeror was first identified. You should contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether
you are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) at https://www.revolutionbarsgroup.om/investors/ by
no later than 12 noon (London time) on the business day following the date of
this announcement. The content of the website referred to in this announcement
is not incorporated into and does not form part of this announcement.
Additional Information
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, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted. The distribution of this
announcement in jurisdictions other than the United Kingdom and the
availability of any offer to shareholders of the Company who are not resident
in the United Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or shareholders of the Company who are not resident in
the United Kingdom will need to inform themselves about, and observe any
applicable requirements.
Revolution Bars Group Plc
(the "Company" or the "Group")
Proposed Restructuring Plan,
Fundraising to raise up to £12.5 million
via Firm Placing of up to 389,000,000 Ordinary Shares
Subscription of up to 661,000,000 Ordinary Shares,
Placing and Open Offer of up to 201,292,455 Ordinary Shares,
Each at a price of 1.0 pence per Ordinary Share,
Launch of Formal Sale Process
1. INTRODUCTION
The Company announces that, following a period of external challenges which
have impacted the Company's business and trading performance, the Board has
considered all the strategic options available to it. The Board has concluded
that it is in the best interest of the Company to support the proposal of a
Restructuring Plan by Revolution Bars Limited ("RBL" or the "Plan Company")
alongside a number of additional measures to be implemented across the Group
to re-shape its business, as well as exploring in parallel, a Formal Sale
Process, in order to deliver the best outcome for stakeholders.
In order to fund the potential Restructuring Plan and provide additional
working capital for the Group, the Board has concluded, having undertaken a
detailed review of the Group's financial forecasts and expected trading
performance, that the Company needs to raise additional equity capital from
new and existing investors via Firm Placing, Subscription and Placing and Open
Offer (the "Fundraising"). Without the additional funding proposed to be
raised in connection with the Fundraising and without the cost savings
delivered through the proposed Restructuring Plan, the Board anticipates that
the Group will face liquidity pressures from Q1 FY25 onwards.
As an alternative to the potential Restructuring Plan, the Company has today
launched a formal sale process pursuant to the Takeover Code ("Formal Sale
Process" or "FSP"), to explore whether a sale of the shares in the Company
will provide a more beneficial outcome for stakeholders than the Restructuring
Plan. In addition, the Company is exploring whether a sale of the shares in
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 (the
"M&A Process").
Parties with a potential interest in a transaction should contact FTI
Consulting in the first instance, whose details are set out above. Following
the initial contact with FTI Consulting parties with a potential interest in
making an offer for the ordinary shares of the Company pursuant to the
Takeover Code via the Formal Sale Process will be referred to Cavendish, whose
details are set out above.
The Board has appointed Cavendish as its independent financial adviser for the
purposes of Rule 3 of the Code in relation to the Formal Sale Process. The
Board has appointed FTI Consulting as its financial adviser in relation to the
M&A Process.
The Fundraising
The Company therefore announces the Firm Placing, Subscription and Placing and
Open Offer of, in aggregate, assuming full take up under the Placing and Open
Offer, 1,251,292,455 new ordinary shares of 0.1 pence each in the Company
("New Ordinary Shares") at a price of 1.0 pence per new ordinary share ("Issue
Price") to raise gross proceeds of £10.5 million (or such other amount as the
Company and Cavendish may agree) under the Firm Placing and Subscription, and
up to approximately £2.0 million under the Placing and Open Offer (the Firm
Placing, Subscription and Placing and Open Offer together, the "Fundraising").
The Issue Price represents a discount of approximately 16.7 per cent. to the
Closing Price on the 28 March 2024, being last trading day before Suspension,
and a discount of approximately 60.0 per cent to the volume weighted average
price of 2.5 pence per Ordinary Share for the 60-day period to the last
trading day before Suspension. In setting the Issue Price, the Directors have
considered the process by which the New Ordinary Shares need to be offered to
investors to ensure the success of the Fundraising and raise a significant
level of equity compared to the market capitalisation of the Company. The
Directors believe that both the Issue Price and the discount are appropriate.
Cavendish is acting as broker, bookrunner and nominated adviser in connection
with the Fundraising.
The Fundraising is conditional, inter alia, on (i) 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, (ii) the Subscription
Agreements not having been terminated in accordance with their terms (as
described below), (iii) the passing of the Fundraising Resolutions to be set
out in the Notice of General Meeting (without material amendment) and (iv) the
Placing Agreement not having been terminated in accordance with its terms
prior to Admission occurring on or around 3 September 2024 (but no later than
the Long Stop Date).
The Company has also entered into the Subscription Agreements with four key
investors in relation to the Subscription. These agreements contain customary
conditions (noting that certain subscribers have the benefit of conditions
pertaining to the financial benefit to be derived by the Group should the
Restructuring Plan be implemented).
2. BACKGROUND TO AND REASONS FOR THE FUNDRAISING, THE RESTRUCTURING PLAN
AND THE FORMAL SALE PROCESS
The Group has faced significant external challenges over the last four years,
including the pandemic, inflationary cost pressures and labour shortfalls.
Customer demand has also been impacted more recently by the cost of living
crisis and regular train strikes, particularly for younger consumers, which
has impacted Revolution branded sites in particular.
In order to mitigate the impacts associated with these challenges, the Board
has deployed several strategies. In particular, the Board sought to diversify
the Group's business via the acquisition of Peach Pub Company (Holdings)
Limited ("Peach") in October 2022. The acquisition of Peach has diversified
the Group's trading patterns and income streams, given its greater exposure to
day time and mid-week trading sessions, providing a natural balance to
Revolution and Revolucion de Cuba, which trade more strongly in the evening
and weekends. Furthermore, Peach pubs are located outside of larger town and
city centres and have benefited from working from home dynamics. In
addition, the Group refreshed Revolucion de Cuba's brand proposition during
2023, following which the Group has seen improvement in like for like sales
for Revolucion de Cuba, which has consistently outperformed the CGA Bars
Cohort during 2023.
The Group has also driven operational efficiencies by reducing staffing
levels, amending opening hours and introducing temporary closures during
quieter periods. The Group has extended its strategy to reduce costs and
reduce cash outflows throughout the business, which has included redundancies
and a reduction in overhead costs, in addition to also reducing capital
expenditure. Further to this, the Group has managed the estate diligently and
undergone a process of site rationalisation, including by way of a company
voluntary arrangement of the Plan Company followed by consensual landlord
negotiations to reduce rents and/or vacate underperforming sites across the
Group's portfolio.
The Group announced on 5 January 2024 that year-on-year, like-for-like sales
for the four weeks from 4 to 31 December were +9.0%, the best festive period
since 2019. Revolucion de Cuba and Peach Pubs performed well, and the
Revolution brand also traded positively on a like-for-like basis over the
festive period. However, as subsequently announced on 24 January 2024, the
impact of labour challenges, including the immediate net impact of the
increase in National Living Wage, operating cost inflationary pressures and
country-wide train strikes caused a deterioration in the trading of the
Company's estate. As a result of the challenges faced by several of the Plan
Company's trading sites, the Board has considered the strategic options
available to the Group including the Restructuring Plan for the Plan Company,
the Fundraising and the Formal Sale Process and M&A Process.
The Board is of the view that the options are either a Restructuring Plan of
the Plan Company alongside a series of other measures including further cost
rationalisation and operational initiatives to drive improved financial
performance across each of the brands of the Group, or, if it provides a
better outcome for stakeholders, a sale of the shares in the Company, a sale
of the shares in one or more of the Company's subsidiaries, or a sale of the
business and assets of either the Company and/or the business and assets of
the Company's subsidiaries via the Formal Sale Process.
3. THE RESTRUCTURING PLAN
The Restructuring Plan, if implemented, will affect the Plan Company, which
holds 38 Revolution branded sites, six sites that are already closed, one
Playhouse site and one Founders & Co site. The current expectation is that
the implementation of the Restructuring Plan(( 1 (#_ftn1) )) would enable:
(i) the Plan Company to exit the leases of certain loss making sites
(currently anticipated to be 18 sites, of which 6 are already currently
closed); and (ii) impose a rent reduction on certain sites (currently expected
to be 14 sites) to enable them to return to profitability at a sustainable
level.
Should the Restructuring Plan be sanctioned, it is expected that rent
reductions would apply for the three year period from the date of sanction of
the Restructuring Plan. The site categorisation and terms of the Restructuring
Plan will not be finalised until after the Fundraising and the outcome of the
Formal Sale Process is known. Discussions with potentially affected
stakeholders will be commencing in the coming days.
The Board expects the Restructuring Plan to return the Plan Company to
profitability (£3.8 million improvement in Adj. EBITDA in FY25 compared to
its forecasts without the Restructuring Plan) through site rationalisations,
rent reductions and other tangible cost savings. Furthermore, the Board
anticipates that the Restructuring Plan will enable a deleveraging of the
Group over the two financial periods ending June 2025 and June 2026 (to less
than 2x LTM EBITDA anticipated by the end of FY26)(( 2 (#_ftn2) )). In
addition, the Board expects the equity investment and improved EBITDA
generation to enable a recommencement of the Group's refurbishment programme
from the start of FY26, with eight sites expected to be refurbished in FY26
and with further refurbishments and selected estate expansion thereafter.
Under the procedure applicable to the Restructuring Plan, there will be a
convening hearing, at which the Court will establish whether it has
jurisdiction, consider the eligibility of the Plan Company and determine the
constitution of classes of creditors and therefore how many meetings should be
convened.
Creditors affected by the Restructuring Plan and who have an economic interest
in the Plan Company will be entitled to vote. If there is one or more classes
of dissenting creditors (i.e. a class which does not approve the Restructuring
Plan by the requisite majority), the Restructuring Plan can still be
sanctioned by the Court if it is satisfied the following criteria are met:
· Condition A: Creditors in the dissenting class(es) are no worse
off than they would be in the most likely Relevant Alternative scenario; and
· Condition B: The Restructuring Plan is approved by a number
representing 75% in value of a class of creditors or (as the case may be)
members, present and voting (in person or by proxy) who would receive payment
or have a genuine economic interest in the Plan Company in the event of the
Relevant Alternative.
The ability for the Court to 'cram down' dissenting creditors and/or
Shareholders is a key feature of the Restructuring Plan, however, as set out
above, it requires any dissenting class(es) to be no worse off than in the
Relevant Alternative and the Court to be satisfied that the Restructuring Plan
is fair. The "Relevant Alternative" is the scenario the Court considers would
be the most likely to occur if the Restructuring Plan is not sanctioned.
The Court will only sanction a Restructuring Plan that is capable of being
implemented. As such, the Fundraising will provide the Company with sufficient
capital to fund the Plan Company's implementation of the Restructuring Plan,
to provide additional working capital to the Group, and enable the Group to
recommence its site refurbishment programme in FY26.
The Group also continues to explore alternative options available to ensure
that any steps taken deliver the best outcome for stakeholders. In addition to
the potential Restructuring Plan of the Plan Company, the Group is pursuing
the Formal Sale Process, which invites offers for the shares in the Company
and/or one or more of its subsidiaries, and also a sale of the business and
assets of the Company and/or one of more of its subsidiaries.
Having invested significant time and resources to undertake a thorough
diligence process the Board unanimously believes that progressing the
Restructuring Plan is in the best interests of the Company, in the event that
a Formal Sale Process and/or the M&A Process does not deliver a better
outcome for stakeholders.
4. LENDER CONCESSIONS AND WARRANT INSTRUMENTS
The Company's secured creditor, the Lender has agreed, in principle and
subject to final and legally binding documentation being entered into and to
the Restructuring Plan being implemented, to provide, in aggregate, c.£6.9
million of additional support to the Group. £6.2m of this additional support
would be documented through the Restructuring Plan of the Plan Company by way
of a £4.0 million write-off of existing debt and 12 months of payment-in-kind
interest estimated, based on the latest company projections, to total £2.2
million. In addition, the Lender has provided c.£0.7 million of additional
working capital support by allowing the Group to retain proceeds from the sale
of the freehold support office and has also agreed in principle and subject to
final and legally binding documentation being entered into and subject to the
Restructuring Plan being sanctioned, to extend the term of the facilities,
reschedule the amortisation of the outstanding facility, relax the minimum
liquidity covenant until April 2025 and delay the reinstatement of the
maintenance covenants for a period of time to provide the Group with
significant flexibility..
However, the Lender wants to understand the outcome of the Formal Sale
Process, and whether a more optimal outcome could be achieved through the
Formal Sale Process or the Restructuring Plan of the Plan Company. The Lender
has also agreed to waive future minimum liquidity covenant breaches to allow
the Plan Company to explore the implementation of a Restructuring Plan and
progress the Formal Sale Process.
The Warrants
The Company has also agreed in principle to issue warrants to subscribe for up
to 149,634,097 new Ordinary Shares ("Warrant Shares") to the Lender at an
exercise price of 0.1 pence per Warrant Share. Accordingly, there will
potentially be up to 149,634,097 Warrant Shares that may be issued by the
Company following Admission on an exercise of the Warrants pursuant to the
Warrant Instrument which it is intended will be entered into by the Company
prior to Admission. Each Warrant will grant the holder the right to subscribe
for one new Ordinary Share. The Warrants will be exercisable at a price of 0.1
pence per Ordinary Share during a particular time to be agreed, but such
exercise is conditional on:
1. (i) the Company having completed a refinancing of its debt facilities and
(ii) the volume weighted average market price for the ordinary shares (as
derived from the AIM Appendix of the Daily Official List) being 4 pence or
more per ordinary share for 60 consecutive days at any time which may have
occurred prior to the refinancing being completed or after; or
2. the sale of all or substantially all of the business and assets of the
Group or part thereof, if the proposed partial transaction is expected to
result in a payment to shareholders of the Company.
The issue and validity of the Warrant Shares will be conditional, amongst
other things, on the passing of the Fundraising Resolutions.
Whilst commercial terms for the Warrants have been agreed, the Lender will use
reasonable endeavours to ensure that what is being proposed can be achieved
and if the Lender is unable to accept the Warrants for any reason that the
Lender and the Company will act in good faith to agree an alternative which
achieves a similar commercial position.
The other key terms and conditions of the Warrants as currently envisaged are
set out below:
Subscription RightsEach Warrant to be issued is intended to confer on the
Lender the right to subscribe for one new Ordinary Share at a price of 0.1
pence per Ordinary Share, by notice to the Company during the a particular
time to be agreed, conditional on (1) (i) the Company having completed a
refinancing of its debt facilities and (ii) the volume weighted average market
price for the ordinary shares (as derived from the AIM Appendix of the Daily
Official List) being 4 pence or more per ordinary share for 60 consecutive
days at any time which may have occurred prior to the refinancing being
completed or after; or, (2) the sale of all or substantially all of the
business and assets of the Group or part thereof, if the proposed partial
transaction is expected to result in a payment to shareholders of the Company.
Exercise of
Warrants
The Warrants will be capable of being exercised in whole or in part during an
exercise period yet to be determined.
Adjustment to Subscription Rights
The subscription rights conferred by the Warrants and/or the exercise price of
the Warrants shall be adjusted by the Board in its sole discretion on the
occurrence of certain events in relation to the Company, including
a) a subdivision, consolidation or reclassification of the
Ordinary Shares;
b) a reduction of capital or any other reduction in the number
of Ordinary Shares in issue from time to time;
c) an issue of Ordinary Shares by way of dividend or
distribution or by way of capitalisation of profits or reserves; or
d) a consolidation, amalgamation or merger of the Company with
or into another entity in certain circumstances,
with the intention, in broad terms, that any such adjustment will leave the
Lender in a similar position to the position they were in immediately before
the event giving rise to the adjustment.
Transfer
The Warrants will be freely transferable by the holders.
Security
The Warrants are not secured.
Modifications
The Company may amend the provisions of the instrument constituting the
Warrants ("Warrant Instrument") without the consent of the holders of the
Warrants where such amendment is of a minor nature or to correct a manifest
error. Otherwise no amendment or abrogation to the terms of the instrument are
permitted without the consent of holders of at least 75 per cent. of the
Warrants in issue at the time.
Information
Rights
The Warrants are intended to entitle holders to receive the Company's annual
report and accounts and all accompanying documents, together with every other
document sent to the holders of the Ordinary Shares, in each case at the same
time as it is sent to the holders of Ordinary Shares.
Administration
The Warrants will be in certificated form. There will also be provisions in
the Warrant Instrument for convening meetings of the holders of Warrants.
5. FUTURE STRATEGY
Following completion of the Fundraising and implementation of the
Restructuring Plan, the Board believes the positive guest and brand metrics
across the Group's portfolio will enable the Group to benefit from improving
market conditions. Furthermore, the Board believes that the improving economic
and market dynamics with rising consumer confidence and falling inflation
provide a platform for the recovery of the Group's business. The Board also
believes that the Group's experienced management team has the sector
credentials and expertise to drive medium term group through like for like
revenue improvement and expansion of the Group's portfolio, whilst
significantly reducing Group leverage.
The Group's strategic focus for the next three financial years can therefore
be summarised as follows:
FY25
· Executing the Restructuring Plan, rationalising its trading
estate and protecting the Group's liquidity;
· Maximising the use of the Group's CRM database;
· Rolling out the low cost elements of the revised Revolution Bars
brand proposition;
· Continuing the 'premiumisation of Peach Pubs' product and
service; and
· Continuing the enhancement of Revolucion de Cuba's entertainment
and brand proposition.
FY26
· Reducing leverage;
· Recommencing the 5 year investment cycle for the Group's bars,
with a target ROCE of 50% from refurbished sites;
· Recommencing the 7-8 year investment cycle for the Group's pubs,
again with a target ROCE of 50% from refurbished sites; and
· Exploring site acquisition opportunities across the Peach and De
Cuba brands.
FY27
· Continuing to reduce leverage; and
· Recommencing the expansion of the Group's brands, with a focus on
Peach, Founders & Co and Revolucion de Cuba.
Estate Expansion
The Board believes there is medium and long term site growth potential across
Peach, Founders & Co and Revolucion de Cuba given the strength of their
respective propositions.
Peach Pubs
The Board is currently seeing a number of high quality investment
opportunities in the leasehold food-led pub market, either as single site or
multi-site portfolio expansion opportunities. The Group's key focus is on
locations in prosperous towns, with the potential to achieve more than
£200,000 site EBITDA per site. Typical sites are expected to require
approximately £1.0 million initial capex investment and £250,000 opening
costs, with an expectation that is some cases landlords would fund
approximately 50 per cent. of the initial capex required. Target areas include
Winchester, Bristol, Bath, Cheltenham, Worcester and Brighton.
Founders & Co
The Board believes that the success of the Group's first site in Swansea
supports the roll-out potential of Founders & Co. Several locations have
been evaluated including very progressed discussions regarding a site in
Sheffield. A typical new site is expected to require approximately £1.0
million of capex investment and £250,000 of opening costs with a 4-year
target pay back on this investment. The Board believes that there is a broad
range of target locations across the UK subject to availability of sufficient
funding.
Revolucion de Cuba
Whilst the Group's priority in the medium term will be the expansion of Peach
and Founders & Co, the Board believes there remains capacity in the UK for
expansion of its portfolio of Revolucion de Cuba sites. In particular, the
Board believes there is potential for site expansion across London together
with other target cities such as Brighton and Edinburgh. The Board considers
that the United Kingdom could support a portfolio of 30 Revolucion de Cuba
sites. A typical new site is expected to require approximately £1.0 million
of capex investment and £250,000 of opening costs. Furthermore, the Board
believes that there is potential to consider converting certain Revolution
Bars sites into Revolucion de Cuba sites to mitigate the initial capex outlay.
6. DIRECTORS PARTICIPATION IN THE FUNDRAISING
The following Directors of the Company intend to subscribe for an aggregate of
12,050,000 New Ordinary Shares at the Issue Price in the Placing and Open
Offer as follows:
Number of New Ordinary Shares
Name intended to be subscribed for in the Placing
Rob Pitcher 8,000,000
Jemima Bird 1,000,000
Name intended to be subscribed for in the Open Offer
Keith Edelman 1,440,000
Danielle Davies 1,250,000
William Tuffy 360,000
(together, the "Participating Directors").
7. PROPOSED BOARD CHANGES
As detailed above, the Subscription included the subscription of 300,000,000
New Ordinary Shares (raising gross proceeds of £3.0 million) with Luke
Johnson, the founder of Risk Capital Partners and a serial investor in
hospitality businesses. It is expected that Mr Johnson will join the Board as
a non-executive director following completion of the Restructuring Plan and
the Fundraising with a view to him being proposed to take the role of Chairman
at the Company's annual general meeting in 2024, in each case subject to the
required regulatory due diligence checks pursuant to the AIM Rules.
Luke Johnson has been involved in the hospitality industry for 40 years. He
was chair of PizzaExpress in the 1990s, chair of Giraffe restaurants, chair of
Strada restaurants, chair of Draft House pubs, a director of Laines Pubs and
is a director and co-owner of Gail's bakeries.
In addition, for as long as Robus holds in aggregate at least 17 per cent.
of the Company's issued share capital following Admission, it will have the
right to appoint a board observer to attend the Company's board meetings.
8. USE OF PROCEEDS
The gross proceeds of the Fundraising are expected to be approximately £12.5
million (assuming full subscription of the Placing and Open Offer). It is
proposed that such proceeds will be used to fund the implementation of the
Restructuring Plan by the Plan Company (£4.5 million) and provide additional
working capital to the Group.
9. EFFECT OF THE FUNDRAISING ON THE COMPANY'S SHARE CAPITAL
Upon completion of the Placing and Open Offer, and assuming their full take
up, the Placing Shares and Open Offer Shares will represent approximately 13.5
per cent. of the Enlarged Share Capital. The Firm Placing Shares and
Subscription Shares will represent approximately 70.2 per cent. of the
Enlarged Share Capital. The New Ordinary Shares (assuming full take up of the
Placing and Open Offer) will represent approximately 84.6 per cent. of the
Enlarged Share Capital and the Existing Ordinary Shares will represent
approximately 15.4 per cent. of the Enlarged Share Capital. If the Warrants to
be issued are exercised in full, the Warrant Shares issued pursuant to such
exercise will represent 10.0 per cent. of the Company's issued share capital
immediately after Admission.
10. DILUTIVE IMPACT OF THE FUNDRAISING
The proposed issue of the New Ordinary Shares pursuant to the Fundraising will
dilute existing shareholdings of Shareholders. Qualifying Shareholders will be
able to reduce the extent of this dilution by applying for Open Offer Shares
under the Open Offer.
The maximum dilution which a Shareholder will be subject to if he/she does not
participate in the Open Offer as a result of completion of the Fundraising
(assuming full take up of the Open Offer), is 84.6 per cent.
11. PROPOSED NEW INCENTIVE SCHEME
It is proposed that, a new incentive scheme will be implemented for Executive
Board members and the Group's senior management team to ensure alignment with
shareholders of the Company conditional upon completion of the Placing and
implementation of the Restructuring Plan. It is intended that the overall
shareholder dilution of the new incentive plan will be limited to 10% of the
total issued share capital of the Company following completion of the Placing
and implementation of the Restructuring Plan. Further details of the
proposed new incentive scheme will be announced in due course.
12. The Formal Sale Process/M&A Process
In order to explore whether a potential sale of the Company or any of its
business, assets and/or subsidiaries would provide a better outcome to
stakeholders than the Restructuring Plan, a Formal Sale Process (as referred
to in Note 2 on Rule 2.6 of the Takeover Code) and an M&A Process are
being launched.
This approach has been agreed with the Takeover Panel with any discussions
with third parties pursuant to the sale process taking place within the
context of the Formal Sale Process and the M&A Process to enable
conversations with parties interested in exploring such a proposal to take
place on a confidential basis.
The Company intends to conduct a targeted process, focused on those parties
who understand and value the full potential of the Company and the Company's
business and assets. Any interested party will be required to enter into a
non-disclosure and standstill agreement with the Company, before being
permitted to participate in the process.
The Takeover Panel has granted a dispensation from the requirements of Rules
2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party
participating in the Formal Sale Process will not be required to be publicly
identified (subject to note 3 to Rule 2.2 of the Code) and will not be subject
to the 28 day deadline referred to in Rule 2.6(a), for so long as it is
participating in the Formal Sale Process.
The Company is considered to be in an "offer period" as defined in the
Takeover Code, and the dealing disclosure requirements as set out in paragraph
17 below will apply.
The outcome of the Formal Sale Process or the M&A Process may or may not
result in a sale of the Company or some or all of the Company's subsidiaries,
businesses and assets (of both the Company and/or its subsidiaries). The
Company is not in receipt of any approaches, nor is it in discussions with any
potential offeror, at the time of this announcement. Further information on
the Takeover Code is set out in paragraph 17 below.
APPENDIX 1
TERMS AND CONDITIONS OF THE EQUITY PLACINGS
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE EQUITY PLACINGS.
THE ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE EQUITY PLACINGS.
THE ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET
OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED
INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU
PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS
DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (THE "UK PROSPECTUS REGULATION"); WHO (A) FALL WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005,
AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE
49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)
OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO
COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THE ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THE
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT
PERSONS. THE ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN REVOLUTION BARS GROUP PLC.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND THEREFORE MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THE FIRM PLACING SHARES AND THE PLACING SHARES ARE BEING OFFERED AND
SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE
MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE
SECURITIES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.
The distribution of the Announcement and/or the Equity Placings and/or issue
of the Firm Placing Shares and the Placing Shares in certain jurisdictions may
be restricted by law. No action has been taken by the Company, Cavendish or
any of their respective Affiliates that would permit an offer of the Firm
Placing Shares and/or the Placing Shares or possession or distribution of the
Announcement or any other offering or publicity material relating to such Firm
Placing Shares and/or the Placing Shares in any jurisdiction where action for
that purpose is required. Persons into whose possession the Announcement
comes are required by the Company and Cavendish to inform themselves about and
to observe any such restrictions.
The Announcement or any part of it is for information purposes only and does
not constitute or form part of any offer to issue or sell, or the solicitation
of an offer to acquire, purchase or subscribe for, any securities in the
United States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada, the Republic
of South Africa or Japan or any other jurisdiction in which the same would be
unlawful. No public offering of the Firm Placing Shares and/or the Placing
Shares is being made in any such jurisdiction.
All offers of the Firm Placing Shares and/or the Placing Shares in the United
Kingdom or the EEA will be made pursuant to an exemption from the requirement
to produce a prospectus under the UK Prospectus Regulation or the EU
Prospectus Regulation, as appropriate. In the United Kingdom, the
Announcement is being directed solely at persons in circumstances in which
section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the
"FSMA") does not require the approval of the relevant communication by an
authorised person.
The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South Africa
Reserve Bank or any other applicable body in the Republic of South Africa in
relation to the Firm Placing Shares and/or the Placing Shares and neither the
Firm Placing Shares nor the Placing Shares have been, nor will they be,
registered under or offered in compliance with the securities laws of any
state, province or territory of the United States, Australia, Canada, the
Republic of South Africa or Japan. Accordingly, the Firm Placing Shares
and/or the Placing Shares may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into the United States, Australia, Canada, the Republic
of South Africa or Japan or any other jurisdiction outside the United Kingdom.
Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of the
Announcement should seek appropriate advice before taking any such action.
The Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of the Announcement.
By participating in the Bookbuild and the Equity Placings, each Placee will be
deemed to have read and understood the Announcement in its entirety, to be
participating, making an offer and acquiring Firm Placing Shares and/or the
Placing Shares on the terms and conditions contained herein and to be
providing the representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE FIRM PLACING SHARES
AND/OR PLACING SHARES.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) to Cavendish and the Company that:
1. it is a Relevant Person and undertakes that it will acquire, hold,
manage or dispose of any Firm Placing Shares and/or the Placing Shares that
are allocated to it for the purposes of its business;
2. in the case of a Relevant Person in the United Kingdom who acquires
any Firm Placing Shares and/or the Placing Shares pursuant to the Equity
Placings:
a) it is a Qualified Investor within the meaning of Article 2(e) of
the UK Prospectus Regulation;
b) if it is not a Qualified Investor within the meaning of Article 2(e)
of the UK Prospectus regulation, its participation in the Equity Placings has
been specifically agreed with Cavendish in writing; and
c) in the case of any Firm Placing Shares and/or Placing Shares
acquired by it as a financial intermediary, as that term is used in Article
5(1) of the UK Prospectus Regulation:
i. the Firm Placing Shares and/or the Placing Shares acquired by it
in the Equity Placings have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in the United
Kingdom other than Qualified Investors or in circumstances in which the prior
consent of Cavendish has been given to the offer or resale; or
ii. where Firm Placing Shares and/or the Placing Shares have been
acquired by it on behalf of persons in the United Kingdom other than Qualified
Investors, the offer of those Firm Placing Shares and/or the Placing Shares to
it is not treated under the UK Prospectus Regulation as having been made to
such persons; and
3. in the case of a Relevant Person in a member state of the EEA (each
a "Relevant State") who acquires any Firm Placing Shares and/or the Placing
Shares pursuant to the Equity Placings:
a) it is a Qualified Investor within the meaning of Article 2(e) of
the EU Prospectus Regulation;
b) if it is not a Qualified Investor within the meaning of Article 2(e)
of the EU Prospectus Regulation, its participation in the Equity Placings has
been specifically agreed with Cavendish in writing; and
c) in the case of any Firm Placing Shares and/or the Placing Shares
acquired by it as a financial intermediary, as that term is used in Article
5(1) of the EU Prospectus Regulation:
i. the Firm Placing Shares and/or the Placing Shares acquired by it
in the Equity Placings have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in a Relevant State
other than Qualified Investors or in circumstances in which the prior consent
of Cavendish has been given to the offer or resale; or
ii. where Firm Placing Shares and/or the Placing Shares have been
acquired by it on behalf of persons in a Relevant State other than Qualified
Investors, the offer of those Firm Placing Shares and/or the Placing Shares to
it is not treated under the EU Prospectus Regulation as having been made to
such persons; and
4. it is acquiring the Firm Placing Shares and/or the Placing Shares
for its own account or is acquiring the Firm Placing Shares and/or the Placing
Shares for an account with respect to which it exercises sole investment
discretion and has the authority to make and does make the representations,
warranties, indemnities, acknowledgements, undertakings and agreements
contained in the Announcement; and
5. it understands (or if acting for the account of another person,
such person has confirmed that such person understands) the resale and
transfer restrictions set out in this Appendix; and
6. except as otherwise permitted by the Company and subject to any
available exemptions from applicable securities laws, it (and any account
referred to in paragraph 5 above) is located outside of the United States and
is acquiring the Firm Placing Shares and/or the Placing Shares in "offshore
transactions" as defined in and in accordance with Regulation S under the
Securities Act; and
7. it has not offered, sold or delivered and will not offer to sell or
deliver any of the Firm Placing Shares and/or the Placing Shares to persons
within the United States, directly or indirectly; neither it, its affiliates,
nor any persons acting on its behalf, have engaged or will engage in any
directed selling efforts (as defined in Regulation S) with respect to the Firm
Placing Shares and/or the Placing Shares; and it is not taking up the Firm
Placing Shares and/or the Placing Shares for resale in or into the United
States; and
8. the Company and Cavendish will rely upon the truth and accuracy of
the foregoing representations, warranties, acknowledgements and agreements.
No prospectus
The Firm Placing Shares and/or the Placing Shares are being offered to a
limited number of specifically invited persons only and will not be offered in
such a way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been or will be
submitted to be approved by the FCA in relation to the Equity Placings or the
Firm Placing Shares and/or the Placing Shares and Placees' commitments will be
made solely on the basis of the information contained in the Announcement and
any information publicly announced through a Regulatory Information Service
(as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf
of the Company on or prior to the date of the Announcement (the "Publicly
Available Information") and subject to any further terms set out in the
contract note, electronic trade or other (oral or written) confirmation to be
sent to individual Placees.
Each Placee, by participating in the Equity Placings, agrees that the content
of the Announcement is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any information (other
than the Publicly Available Information), representation, warranty or
statement made by or on behalf of Cavendish or the Company or any other person
and none of Cavendish, the Company nor any other person acting on such
person's behalf nor any of their respective Affiliates has or shall have any
liability for any Placee's decision to participate in the Equity Placings
based on any other information, representation, warranty or statement. Each
Placee acknowledges and agrees that it has relied on its own investigation of
the business, financial or other position of the Company in accepting a
participation in the Equity Placings. No Placee should consider any
information in the Announcement to be legal, tax or business advice. Each
Placee should consult its own attorney, tax advisor and business advisor for
legal, tax and business advice regarding an investment in the Firm Placing
Shares and/or the Placing Shares. Nothing in this paragraph shall exclude
the liability of any person for fraudulent misrepresentation.
Details of the Placing Agreement and the Placing Shares
Cavendish has entered into a placing and open offer agreement (the "Placing
Agreement") with the Company under which, on the terms and subject to the
conditions set out in the Placing Agreement, Cavendish, as agent for and on
behalf of the Company, will agree to use its reasonable endeavours to procure
Placees for the Firm Placing Shares and/or the Placing Shares. Neither of the
Equity Placings is being underwritten.
The final number of New Ordinary Shares at the Issue Price will be determined
following completion of the Bookbuild as set out in the Announcement.
The Firm Placing Shares are not subject to clawback.
The Placing Shares are being offered pursuant to the Placing, subject to
clawback in respect of valid applications received for Open Offer Shares by
Qualifying Shareholders pursuant to the Open Offer.
Further details of the placing procedure and terms on which the Firm Placing
Shares and Placing Shares are being offered are set out below.
The Firm Placing Shares and/or the Placing Shares will, when issued, be
subject to the articles of association of the Company, be credited as fully
paid, and will rank pari passu in all respects with the existing issued
ordinary shares of £0.001 pence each ("Ordinary Shares") in the capital of
the Company, including the right to receive all dividends and other
distributions declared, made or paid in respect of such Ordinary Shares after
the date of Admission.
Lock-up
As part of the Equity Placings, the Company has agreed that, for a period
commencing on the date of the Placing Agreement and ending one hundred and
twenty (120) days after the date of Admission, it will not without the prior
written consent of Cavendish directly or indirectly allot or issue, or enter
into any agreement or arrangement which would give rise to an obligation or an
increased obligation (in each case whether contingent or otherwise) to allot
or issue, any share in the capital of the Company (save for the allotment and
issue of any New Ordinary Shares in relation to the Fundraising and the grant
and exercise of options pursuant to the option schemes, agreements and
arrangements disclosed in the Circular or otherwise by Regulatory Information
Service before the date of this Agreement).
Applications for admission to trading
Application will be made to the London Stock Exchange for admission of the New
Ordinary Shares to trading on AIM.
Subject to, amongst other things, the Fundraising Resolutions being passed by
the requisite majorities at the General Meeting, it is expected that
settlement of the Firm Placing Shares and/or the Placing Shares will become
effective on or around 8.00 a.m. on 3 September 2024 and that dealings in the
Firm Placing Shares and/or the Placing Shares on AIM will commence at that
time or such later time and/or dates as the Company and Cavendish may agree
(being in any event no later than 8.00 a.m. on 30 September 2024 or such later
date as is agreed in writing between the Company and Cavendish as may be
required as the result of a delay in the Court timetable for obtaining
sanction of the Restructuring Plan ).
The Bookbuild
Cavendish will today commence an accelerated bookbuilding process to determine
demand for participation in the Equity Placings by potential Placees at the
Issue Price. This Appendix gives details of the terms and conditions of, and
the mechanics of participation in, the Equity Placings. No commissions will
be paid to Placees or by Placees in respect of any Firm Placing Shares and/or
Placing Shares.
Cavendish and the Company shall be entitled to effect the Equity Placings by
such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
Principal terms of the Bookbuild and Equity Placings:
1. Cavendish is arranging the Equity Placings as broker and placing
agent of the Company.
2. Participation in the Equity Placings will only be available to
persons who may lawfully be, and are, invited by Cavendish to participate.
Cavendish and any of its Affiliates are entitled to enter bids in the
Bookbuild.
3. The number of Firm Placing Shares and Placing Shares will be agreed
by Cavendish (in consultation with the Company) following completion of the
Bookbuild. The number of Firm Placing Shares and Placing Shares (subject to
clawback) to be issued will be announced on an RIS following the completion of
the Bookbuild via the Bookbuild Results Announcement.
4. The price per New Ordinary Share (the "Issue Price") is fixed at 1
pence.
5. Each Placee's allocation will be determined by Cavendish in its
discretion following consultation with the Company and will be confirmed to
Placees either orally or by email by Cavendish. Cavendish may choose to
accept bids, either in whole or in part, on the basis of allocations
determined at its absolute discretion, in consultation with the Company, and
may scale down any bids for this purpose on the basis referred to in paragraph
6 below.
6. Each Placee's allocation and commitment will be evidenced by a
contract note, electronic trade confirmation or other (oral or written)
confirmation issued to such Placee by Cavendish. The terms of this Appendix
will be deemed incorporated in that contract note, electronic trade
confirmation or other (oral or written) confirmation.
7. Subject to paragraphs 4 and 5 above, Cavendish may choose to accept
bids, either in whole or in part, on the basis of allocations determined at
its discretion and may scale down any bids for this purpose on such basis as
it may determine or be directed. Cavendish may also, notwithstanding
paragraphs 4 and 5 above, subject to the prior consent of the Company:
a) allocate Firm Placing Shares and/or Placing Shares after the time
of any initial allocation to any person submitting a bid after that time; and
b) allocate Firm Placing Shares and/or Placing Shares after the
Bookbuild has closed to any person submitting a bid after that time.
Each Placee's allocation and commitment to acquire Firm Placing Shares and/or
Placing Shares will be made on the terms and subject to the conditions in this
appendix and will be legally binding on the Placee on behalf of which it is
made and except with Cavendish's consent will not be capable of variation or
revocation after the time at which it is submitted. Following Cavendish's
oral or written confirmation of each Placee's allocation and commitment to
acquire Firm Placing Shares and/or Placing Shares, each Placee will have an
immediate, separate, irrevocable and binding obligation, owed to Cavendish (as
agent for the Company), to pay in cleared funds an amount equal to the number
of Firm Placing Shares and, once apportioned after clawback in accordance with
procedure outlined below, any Placing Shares for which such Placee has agreed
to subscribe.
8. Except as required by law or regulation, no press release or other
announcement will be made by Cavendish or the Company using the name of any
Placee (or its agent), in its capacity as Placee (or agent), other than with
such Placee's prior written consent.
9. Irrespective of the time at which a Placee's allocation(s) pursuant
to the Equity Placings is/are confirmed, settlement for all Firm Placing
Shares and/or Placing Shares to be acquired pursuant to the Equity Placings
will be required to be made at the same time, on the basis explained below
under "Registration and Settlement".
10. All obligations under the Bookbuild and Equity Placings will be subject
to fulfilment of the conditions referred to below under "Conditions of the
Equity Placings" and to the Equity Placings not being terminated on the basis
referred to below under "Termination of the Equity Placings".
11. By participating in the Bookbuild, each Placee will agree that its
rights and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee.
12. To the fullest extent permissible by law and applicable FCA rules and
regulations, none of:
a) Cavendish;
b) any of its Affiliates; or
c) to the extent not contained within (a) or (b), any person connected
with Cavendish as defined in the FSMA,
shall have any liability (including to the extent permissible by law, any
fiduciary duties) to Placees or to any other person whether acting on behalf
of a Placee or otherwise. In particular, neither Cavendish nor any of its
Affiliates shall have any liability (including, to the extent permissible by
law, any fiduciary duties) in respect of Cavendish's conduct of the Bookbuild
or of such alternative method of effecting the Placing as Cavendish and the
Company may agree.
Placing Procedure
Placees shall acquire the Firm Placing Shares to be issued pursuant to the
Firm Placing and Placing Shares to be issued pursuant to the Placing (after
clawback) and any allocation of the Firm Placing Shares and Placing Shares
(subject to clawback) to be issued pursuant to the Placings will be notified
to them on or around 10 April 2024 (or such other time and/or date as the
Company and Cavendish may agree).
Placees will be called upon to subscribe for, and shall subscribe for, the
Placing Shares only to the extent that valid applications by Qualifying
Shareholders under the Open Offer are not received by 11.00 a.m. on 30 April
2024 (or by such later time and/or date as the Company may agree with
Cavendish) or if applications have otherwise not been deemed to be valid in
accordance with the terms and conditions of the Circular and, in respect of
qualifying non-CREST holders only, the Application Form.
Payment in full for any Firm Placing Shares and Placing Shares so allocated in
respect of the Equity Placings at the Issue Price must be made by no later
than 11.00 a.m. on 3 September 2024 (or such other date as shall be notified
to each Placee by Cavendish). Cavendish will notify Placees if any of the
dates in these terms and conditions should change, including as a result of
delay in the crediting of the Open Offer Entitlements in CREST, Admission or
otherwise.
Registration and Settlement
Settlement of transactions in the Firm Placing Shares and/or Placing Shares
(ISIN: GB00BVDPPV41) following Admission will take place within the CREST
system, subject to certain exceptions. Settlement through CREST is expected
to occur (subject to the Fundraising Resolutions having been duly passed at
the General Meeting), on 3 September 2024 (each a "Settlement Date"), in
accordance with the contract notes or electronic trade confirmation or other
(oral or written) confirmation. Settlement will be on a delivery versus
payment basis. However, in the event of any difficulties or delays in the
admission of the Firm Placing Shares and/or Placing Shares to CREST or the use
of CREST in relation to the Equity Placings, the Company and Cavendish may
agree that the Firm Placing Shares and/or Placing Shares should be issued in
certificated form. Cavendish reserves the right to require settlement for
the Placing Shares, and to deliver the Firm Placing Shares and/or Placing
Shares to Placees, by such other means as they deem necessary if delivery or
settlement to Placees is not practicable within the CREST system or would not
be consistent with regulatory requirements in the jurisdiction in which a
Placee is located.
Following the close of the Bookbuild, each Placee to be allocated New Ordinary
Shares in the Equity Placingss will be sent a contract note in accordance with
the standing arrangements in place with Cavendish stating the number of New
Ordinary Shares allocated to them at the Issue Price, the aggregate amount
owed by such Placee to Cavendish and settlement instructions (subject, in the
case of the Placing Shares, to clawback). Each Placee agrees that it will do
all things necessary to ensure that delivery and payment is completed in
accordance with the standing CREST or certificated settlement instructions in
respect of the New Ordinary Shares that it has in place with Cavendish.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of 2 percentage points above the
prevailing base rate of Barclays Bank plc as determined by Cavendish.
Each Placee is deemed to agree that, if it does not comply with these
obligations, Cavendish may sell any or all of the Placing Shares allocated to
that Placee on their behalf and retain from the proceeds, for Cavendish's own
account and benefit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however, remain
liable for any shortfall below the Issue Price and for any stamp duty or stamp
duty reserve tax (together with any interest or penalties) imposed in any
jurisdiction which may arise upon the sale of such Firm Placing Shares and/or
Placing Shares on its behalf. By communicating a bid for Firm Placing Shares
and/or Placing Shares, such Placee confers on Cavendish all such authorities
and powers necessary to carry out such sale and agrees to ratify and confirm
all actions which Cavendish lawfully takes in pursuance of such sale.
If Firm Placing Shares and/or Placing Shares are to be delivered to a
custodian or settlement agent, Placees must ensure that, upon receipt, the
conditional contract note or the electronic trade confirmation or other (oral
or written) confirmation is copied and delivered immediately to the relevant
person within that organisation. Insofar as Firm Placing Shares and/or
Placing Shares are registered in a Placee's name or that of its nominee or in
the name of any person for whom a Placee is contracting as agent or that of a
nominee for such person, such Firm Placing Shares and/or Placing Shares
should, subject as provided below, be so registered free from any liability to
United Kingdom stamp duty or stamp duty reserve tax. If there are any
circumstances in which any United Kingdom stamp duty or stamp duty reserve tax
or other similar taxes or duties (including any interest and penalties
relating thereto) is payable in respect of the allocation, allotment, issue,
sale, transfer or delivery of the Firm Placing Shares and/or Placing Shares
(or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax
is payable in connection with any subsequent transfer or agreement to transfer
Firm Placing Shares and/or Placing Shares), the Company shall not be
responsible for payment thereof. Placees will not be entitled to receive any
fee or commission in connection with the Equity Placings.
Conditions of the Equity Placings
The Equity Placings are conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its terms.
Cavendish's obligations under the Placing Agreement are conditional on
customary conditions including (amongst others) (the "Conditions"):
1. the publication and dispatch of the Circular by the Company on 15
April 2024 (or such later time and date as the Company and Cavendish may
agree);
2. the passing of the Fundraising Resolutions required to complete the
Equity Placings, the Subscription and Open Offer to be set out in the Notice
of General Meeting (without material amendment);
3. the Company having complied with all of its material obligations
under the Placing Agreement which fall to be performed or satisfied on or
prior to Admission;
4. none of the warranties contained in the Placing Agreement, in the
opinion of Cavendish, being untrue or inaccurate or misleading at the date of
the Placing Agreement or becoming untrue or inaccurate or misleading at any
time between such date and Admission by reference to the facts and
circumstances from time to time subsisting;
5. the Restructuring Plan being sanctioned by the Court and there
being (i) no outstanding application for permission to appeal the order 21
days following the order being made, or (ii) 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;;
6. the Bank having provided and not withdrawn the Bank Waiver;
7. the Term Sheet having been signed by all the parties thereto and
not having been withdrawn;
8. the Subscription Agreements having been signed by all the parties
thereto and not having been terminated in accordance with their terms; and
9. Admission occurring no later than 8.00 a.m. on 3 September 2024 (or
such later time and/or date, not being later than 8.00 a.m. on 30 September
2024 (or such later date as is agreed in writing between the Company and
Cavendish as may be required as the result of a delay in the Court timetable
for obtaining sanction of the Restructuring Plan) (the "Closing Date").
Cavendish may, at their discretion and upon such terms as they think fit,
waive compliance by the Company with the whole or any part of certain of the
Company's obligations in relation to the Conditions or extend the time or date
provided for fulfilment of certain such Conditions in respect of all or any
part of the performance thereof. The conditions in the Placing Agreement
relating to (amongst other things) Admission taking place may not be waived.
Any such extension or waiver will not affect Placees' commitments as set out
in this Announcement.
If: (i) any of the Conditions are not fulfilled or (where permitted) waived by
Cavendish by the relevant time or date specified (or such later time or date
as the Company and Cavendish may agree); or (ii) the Placing Agreement is
terminated in the circumstances specified below under 'Termination of the
Placing', the Placing will not proceed and the Placees' rights and obligations
hereunder in relation to the Ordinary Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by it or on its behalf
(or any person on whose behalf the Placee is acting) in respect thereof.
Neither Cavendish, nor the Company, nor any of their respective affiliates,
agents, directors, officers or employees shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any Condition
to the Equity Placings, nor for any decision they may make as to the
satisfaction of any Condition or in respect of the Equity Placings generally,
and by participating in the Equity Placings each Placee agrees that any such
decision is within the absolute discretion of Cavendish.
Termination of the Equity Placings
Cavendish is entitled, at any time before Admission, to terminate its
obligations under the Placing Agreement in accordance with its terms in
certain circumstances, including, inter alia, if at time before Admission:-
1. in the opinion of Cavendish, the Company has failed in any material
respect to comply with any of its obligations under the Placing Agreement
which Cavendish considers to be material in the context of the Fundraising;
2. any of the warranties or undertakings contained in the Placing
Agreement is not, or has ceased to be, true and accurate in any material
respects and not misleading (or would not be true and accurate in all material
respects and not misleading if then repeated) by reference to the facts
subsisting at the time;
3. there has occurred, in the opinion of Cavendish, a material adverse
change (whether or not foreseeable at the date of the Placing Agreement); or
4. the occurrence in the opinion of Cavendish of certain force majeure
events, the effect of which is such as to make it, in the opinion of
Cavendish, impracticable or inadvisable to proceed with the Fundraising in the
manner contemplated in the Placing Agreement or Admission.
Upon termination, Cavendish shall be released and discharged (except for any
liability arising before or in relation to such termination) from its
obligations under or pursuant to the Placing Agreement, subject to certain
exceptions. If Cavendish exercises its right to terminate the Placing
Agreement before Admission, then the Placing Agreement shall cease and
terminate and the Equity Placings will not proceed.
By participating in the Equity Placings, each Placee agrees that (i) the
exercise by Cavendish of any right of termination or of any other discretion
under the Placing Agreement shall be within the absolute discretion of
Cavendish and that it need not make any reference to, or consult with, Placees
and that it shall have no liability to Placees whatsoever in connection with
any such exercise or failure to so exercise and (ii) its rights and
obligations terminate only in the circumstances described above under the
heading 'Termination of the Equity Placings' and the heading 'Conditions of
the Equity Placings', and its participation will not be capable of rescission
or termination by it after oral confirmation by Cavendish of the allocation
and commitments following the close of the Bookbuild.
Representations, warranties and further terms
By submitting a bid in the Bookbuild, each Placee (and any person acting on
such Placee's behalf) irrevocably confirms, represents, warrants, acknowledges
and agrees (for itself and for any such prospective Placee) with the Company
and Cavendish (in its capacity as placing agent of the Company in respect of
the Equity Placings) that (save where Cavendish expressly agrees in writing to
the contrary):
1. it has read and understood the Announcement in its entirety and
that its acquisition of the Firm Placing Shares and/or Placing Shares is
subject to and based upon all the terms, conditions, representations,
warranties, indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that it has not relied on, and will not
rely on, any information given or any representations, warranties or
statements made at any time by any person in connection with Admission, the
Equity Placings, the Company, the Firm Placing Shares and/or Placing Shares or
otherwise, other than the information contained in the Announcement and the
Publicly Available Information;
2. neither Cavendish nor any of its respective affiliates, directors,
officers and employees accepts any responsibility for any acts or omissions of
the Company or any of the directors of the Company or any other person in
connection with the Equity Placings;
3. it has not received and will not receive a prospectus or other
offering document in connection with the Equity Placings and acknowledges that
no prospectus or other offering document:
a) is required under the Prospectus Regulation or other applicable
law; and
b) has been or will be prepared in connection with the Equity Placings;
4. in connection with the Equity Placings, Cavendish and any of their
affiliates acting as an investor for its own account may acquire Ordinary
Shares in the Company and in that capacity may retain, purchase or sell for
its own account such Ordinary Shares in the Company and any securities of the
Company or related investments and may offer or sell such securities or other
investments otherwise than in connection with the Equity Placings.
Accordingly, references in this Announcement to the New Ordinary Shares being
issued, offered or placed should be read as including any issue, offering or
placement of such shares in the Company to Cavendish or any of its affiliates
acting in such capacity;
5. Cavendish and its affiliates may enter into financing arrangements
and swaps with investors in connection with which Cavendish and any of its
affiliates may from time to time acquire, hold or dispose of such securities
of the Company, including the Ordinary Shares;
6. it is acquiring Ordinary Shares for its own account with respect to
which it exercises sole investment discretion and has the authority to make
and does make the acknowledgments, representations and agreements contained in
this Announcement;
7. the Ordinary Shares are admitted to trading on AIM, and that the
Company is therefore required to publish certain business and financial
information in accordance with the AIM Rules for the Companies (the "AIM
Rules") and the Market Abuse Regulation (EU Regulation No. 596/2014 as it
applies in the United Kingdom as it forms part of United Kingdom domestic law
by virtue of the European Union (Withdrawal) Act 2018 (the "UK MAR")), which
includes a description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and that it is
able to obtain or access such information without undue difficulty, and is
able to obtain access to such information or comparable information concerning
any other publicly traded company, without undue difficulty;
8. that these terms and conditions represent the whole and only
agreement between it, Cavendish and the Company in relation to its
participation in the Equity Placings and supersedes any previous agreement
between any of such parties in relation to such participation. Accordingly,
each Placee, in accepting its participation in the Equity Placings, is not
relying on any information or representation or warranty in relation to the
Company or any of its subsidiaries or any of the Firm Placing Shares and/or
Placing Shares other than as contained in this Announcement and the Publicly
Available Information, such information being all that it deems necessary to
make an investment decision in respect of the Firm Placing Shares and/or
Placing Shares. Each Placee agrees that neither the Company, Cavendish nor any
of their respective officers, directors or employees will have any liability
for any such other information, representation or warranty, express or
implied;
9. it has made its own assessment of the Firm Placing Shares and/or
Placing Shares and has relied on its own investigation of the business,
financial or other position of the Company in accepting a participation in the
Equity Placings and neither Cavendish nor the Company nor any of their
respective Affiliates nor any person acting on behalf of any of them has
provided, and will not provide, it with any material regarding the Firm
Placing Shares and/or Placing Shares or the Company or any other person other
than the information in the Announcement or the Publicly Available
Information; nor has it requested Cavendish, the Company, any of their
respective Affiliates or any person acting on behalf of any of them to provide
it with any such information;
10. neither Cavendish nor any person acting on behalf of it nor any of its
Affiliates has or shall have any liability for any Publicly Available
Information, or any representation relating to the Company, provided that
nothing in this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;
11.
a) the only information on which it is entitled to rely on and on
which it has relied in committing to acquire the Firm Placing Shares and/or
Placing Shares is contained in the Announcement and the Publicly Available
Information, such information being all that it deems necessary to make an
investment decision in respect of the Firm Placing Shares and/or Placing
Shares and it has made its own assessment of the Company, the Firm Placing
Shares and/or Placing Shares and the terms of the Equity Placings based on the
information in the Announcement and the Publicly Available Information;
b) neither Cavendish, nor the Company (nor any of their respective
Affiliates) have made any representation or warranty to it, express or
implied, with respect to the Company, the Equity Placings or the Firm Placing
Shares and/or Placing Shares or the accuracy, completeness or adequacy of the
Publicly Available Information, nor will it provide any material or
information regarding the Company, the Equity Placings or the Firm Placing
Shares and/or Placing Shares;
c) neither Cavendish nor the Company will be liable for any Placee's
decision to participate in the Equity Placings based on any other information,
representation, warranty or statement;
d) it has conducted its own investigation of the Company, the Equity
Placings (including its terms and conditions) and the Firm Placing Shares
and/or Placing Shares, satisfied itself that the information is still current
and relied on that investigation for the purposes of its decision to
participate in the Equity Placings; and
e) it has not relied on any investigation that Cavendish or any person
acting on its behalf may have conducted with respect to the Company, the
Equity Placings or the Firm Placing Shares and/or Placing Shares;
12. the content of the Announcement and the Publicly Available Information
has been prepared by and is exclusively the responsibility of the Company and
that neither Cavendish nor any persons acting on its behalf nor any of its
Affiliates is responsible for or has or shall have any liability for any
information, representation, warranty or statement relating to the Company
contained in the Announcement or the Publicly Available Information nor will
they be liable for any Placee's decision to participate in the Equity Placings
based on any information, representation, warranty or statement contained in
the Announcement, the Publicly Available Information or otherwise. Nothing
in this Appendix shall exclude any liability of any person for fraudulent
misrepresentation;
13. the Firm Placing Shares and/or Placing Shares have not been registered
or otherwise qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in respect of any
of the Firm Placing Shares and/or Placing Shares under the Securities Act or
any other securities laws of the United States, or any state or other
jurisdiction of the United States, Australia, Canada, the Republic of South
Africa or Japan and, therefore the Firm Placing Shares and/or Placing Shares
may not be offered, re-offered, sold, re-sold, taken up, renounced or
delivered or transferred, directly or indirectly, in or into the United
States, Australia, Canada, the Republic of South Africa or Japan or in any
country or jurisdiction where any such action for that purpose is required;
14. it may be asked to disclose in writing or orally to Cavendish : (i) if
he or she is an individual, his or her nationality; or (ii) if he or she is a
discretionary fund manager, the jurisdiction in which the funds are managed or
owned;
15. where it is acquiring Firm Placing Shares and/or Placing Shares for one
or more managed accounts, represents and warrants that it is authorised in
writing by each managed account: (a) to acquire the Firm Placing Shares and/or
Placing Shares for each managed account; (b) to make on its behalf the
representations, warranties, acknowledgements, undertakings and agreements in
the Announcement of which it forms part; and (c) to receive on its behalf any
investment letter relating to the Equity Placings in the form provided to it
by Cavendish;
16. it has the funds available to pay for the Firm Placing Shares and/or
Placing Shares for which it has agreed to acquire and acknowledges and agrees
that it will pay the total amount in accordance with the terms of the
Announcement on the due time and date set out herein, failing which the
relevant Firm Placing Shares and/or Placing Shares may be placed with other
Placees or sold at such price as Cavendish determines;
17. it and/or each person on whose behalf it is participating:
a) is entitled to acquire Firm Placing Shares and/or Placing Shares
pursuant to the Equity Placings under the laws and regulations of all relevant
jurisdictions;
b) has fully observed such laws and regulations;
c) has the capacity and authority and is entitled to enter into and
perform its obligations as an acquirer of Firm Placing Shares and/or Placing
Shares and will honour such obligations; and
d) has obtained all necessary consents and authorities (including,
without limitation, in the case of a person acting on behalf of a Placee, all
necessary consents and authorities to agree to the terms set out or referred
to in this Appendix) under those laws or otherwise and complied with all
necessary formalities to enable it to enter into the transactions contemplated
hereby and to perform its obligations in relation thereto and, in particular,
if it is a pension fund or investment company it is aware of and acknowledges
it is required to comply with all applicable laws and regulations with respect
to its acquisition of Firm Placing Shares and/or Placing Shares;
18. it is not, and any person who it is acting on behalf of is not, and at
the time the Firm Placing Shares and/or Placing Shares are acquired will not
be, a resident of, or be located or have an address in, or subject to the laws
of, the United States, Australia, Canada, the Republic of South Africa or
Japan, and it acknowledges and agrees that the Firm Placing Shares and/or
Placing Shares have not been and will not be registered or otherwise qualified
under the securities legislation of the United States, Australia, Canada, the
Republic of South Africa or Japan and may not be offered, sold, or acquired,
directly or indirectly, within those jurisdictions;
19. it and the beneficial owner of the Firm Placing Shares and/or Placing
Shares is, and at the time the Firm Placing Shares and/or Placing Shares are
acquired will be, outside the United States and acquiring the Firm Placing
Shares and/or Placing Shares in an "offshore transaction" as defined in, and
in accordance with, Regulation S under the Securities Act;
20. it understands that neither the Firm Placing Shares nor the Placing
Shares have been, and will not be, registered under the Securities Act and may
not be offered, sold or resold in or into or from the United States except
pursuant to an effective registration under the Securities Act, or pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with applicable state
securities laws; and no representation is being made as to the availability of
any exemption under the Securities Act for the reoffer, resale, pledge or
transfer of the Firm Placing Shares and/or Placing Shares;
21. it understands that the Firm Placing Shares and/or Placing Shares are
expected to be issued to it through CREST but may be issued to it in
certificated, definitive form and acknowledges and agrees that the Firm
Placing Shares and/or Placing Shares may, to the extent they are delivered in
certificated form, bear a legend to the following effect unless agreed
otherwise with the Company:
"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THE FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED
DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE COMPANY'S SECURITIES ESTABLISHED
OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE
SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING
RESTRICTIONS.";
22. it is not taking up the Firm Placing Shares and/or Placing Shares as a
result of any "directed selling efforts" (as such term is defined in
Regulation S under the Securities Act);
23. it will not distribute, forward, transfer or otherwise transmit the
Announcement or any part of it, or any other presentational or other materials
concerning the Equity Placings in or into or from the United States (including
electronic copies thereof) to any person, and it has not distributed,
forwarded, transferred or otherwise transmitted any such materials to any
person;
24. none of Cavendish, the Company nor any of their respective Affiliates
nor any person acting on behalf of any of them is making any recommendations
to it or advising it regarding the suitability of any transactions it may
enter into in connection with the Equity Placings and that participation in
the Equity Placings is on the basis that it is not and will not be a client of
Cavendish and that Cavendish does not have any duties or responsibilities to
it for providing the protections afforded to its clients or for providing
advice in relation to the Equity Placings nor in respect of any
representations, warranties, undertakings or indemnities contained in the
Placing Agreement, nor for the exercise or performance of any of its rights
and obligations thereunder including any rights to waive or vary any
Conditions or exercise any termination right;
25. it will make payment to Cavendish for the Firm Placing Shares and/or
Placing Shares allocated to it in accordance with the terms and conditions of
the Announcement on the due times and dates set out in the Announcement,
failing which the relevant Firm Placing Shares and/or Placing Shares may be
placed with others on such terms as Cavendish determines in its absolute
discretion without liability to the Placee and it will remain liable for any
shortfall below the net proceeds of such sale and the proceeds of such Firm
Placing Shares and/or Placing Shares and may be required to bear any stamp
duty or stamp duty reserve tax (together with any interest or penalties due
pursuant to the terms set out or referred to in the Announcement) which may
arise upon the sale of such Placee's New Ordinary Shares on its behalf;
26. its allocation (if any) of Firm Placing Shares and/or Placing Shares
will represent a maximum number of Firm Placing Shares and/or Placing Shares
which it will be entitled, and required, to subscribe for, and that the
Company may call upon it to subscribe for a lower number of New Ordinary
Shares (if any), but in no event in aggregate more than the aforementioned
maximum;
27. the person who it specifies for registration as holder of the Firm
Placing Shares and/or Placing Shares will be:
a) the Placee; or
b) a nominee of the Placee, as the case may be,
and that Cavendish and the Company will not be responsible for any liability
to stamp duty or stamp duty reserve tax resulting from a failure to observe
this requirement. Each Placee and any person acting on behalf of such Placee
agrees to acquire Firm Placing Shares and/or Placing Shares pursuant to the
Equity Placings and agrees to indemnify the Company and Cavendish in respect
of the same on the basis that the Firm Placing Shares and/or Placing Shares
will be allotted to a CREST stock account of Cavendish or transferred to a
CREST stock account of Cavendish who will hold them as nominee on behalf of
the Placee until settlement in accordance with its standing settlement
instructions with it;
28. the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of Firm Placing Shares and/or
Placing Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67, 70, 93 or
96 of the Finance Act 1986 (depository receipts and clearance services) and
that it is not participating in the Equity Placings as nominee or agent for
any person or persons to whom the allocation, allotment, issue or delivery of
Firm Placing Shares and/or Placing Shares would give rise to such a liability;
29. if it is within the United Kingdom, it and any person acting on its
behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2)
of the Order and undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Firm Placing Shares and/or Placing Shares that are
allocated to it for the purposes of its business only;
30. it has not offered or sold and will not offer or sell any Firm Placing
Shares and/or Placing Shares to persons in a Relevant State prior to the
expiry of a period of six months from Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing
of investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of section
85(1) of the FSMA or within the meaning of the UK Prospectus Regulation, or an
offer to the public in any member state of the EEA within the meaning of the
EU Prospectus Regulation;
31. if it is within the United Kingdom, it is a Qualified Investor as
defined in Article 2(e) of the UK Prospectus Regulation and if it is within a
Relevant State, it is a Qualified Investor as defined in Article 2(e) of the
EU Prospectus Regulation;
32. it has only communicated or caused to be communicated and it will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the FSMA) relating
to Firm Placing Shares and/or Placing Shares in circumstances in which section
21(1) of the FSMA does not require approval of the communication by an
authorised person and it acknowledges and agrees that the Announcement has not
been approved by Cavendish in its capacity as an authorised person under
section 21 of the FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as financial promotion by an
authorised person;
33. it has complied and it will comply with all applicable laws with respect
to anything done by it or on its behalf in relation to the Firm Placing Shares
and/or Placing Shares (including all relevant provisions of the FSMA and the
MAR in respect of anything done in, from or otherwise involving the United
Kingdom);
34. if it is a financial intermediary, as that term is used in Article 5(1)
of the UK Prospectus Regulation, the Firm Placing Shares and/or Placing Shares
acquired by it in the Equity Placings will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in the United Kingdom other than Qualified
Investors, or in circumstances in which the express prior written consent of
Cavendish has been given to each proposed offer or resale;
35. if in the United Kingdom, unless otherwise agreed by Cavendish, it is a
"professional client" or an "eligible counterparty" within the meaning of
Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS") and it
is acquiring Firm Placing Shares and/or Placing Shares for investment only and
not with a view to resale or distribution;
36. if it has received any inside information (for the purposes of the UK
MAR and section 56 of the Criminal Justice Act 1993 or other applicable law)
about the Company in advance of the Equity Placings, it has not:
a) dealt (or attempted to deal) in the securities of the Company or
cancelled or amended a dealing in the securities of the Company;
b) encouraged, recommended or induced another person to deal in the
securities of the Company or to cancel or amend an order concerning the
Company's securities; or
c) unlawfully disclosed such information to any person, prior to the
information being made publicly available;
37. Cavendish and its affiliates, acting as an investor for its or their own
account(s), may bid or subscribe for and/or purchase Firm Placing Shares
and/or Placing Shares and, in that capacity, may retain, purchase, offer to
sell or otherwise deal for its or their own account(s) in the Firm Placing
Shares and/or Placing Shares any other securities of the Company or other
related investments in connection with the Equity Placings or otherwise.
Accordingly, references in the Announcement to the Firm Placing Shares and/or
Placing Shares being offered, subscribed, acquired or otherwise dealt with
should be read as including any offer to, or subscription, acquisition or
dealing by, Cavendish and/or any of its affiliates acting as an investor for
its or their own account(s). Neither Cavendish nor the Company intend to
disclose the extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so;
38. it:
a) has complied with its obligations in connection with money
laundering and terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the
Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017 (as amended) and all related or similar rules,
regulations or guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof and the Money Laundering
Sourcebook of the FCA (together, the "Money Laundering Regulations");
b) is not a person:
i. with whom transactions are prohibited under the US Foreign
Corrupt Practices Act of 1977 or any economic sanction programmes administered
by, or regulations promulgated by, the Office of Foreign Assets Control of the
U.S. Department of the Treasury;
ii. named on the Consolidated List of Financial Sanctions Targets
maintained by HM Treasury of the United Kingdom; or
iii. subject to financial sanctions imposed pursuant to a regulation of
the European Union or a regulation adopted by the United Nations or other
applicable law,
(together with the Money Laundering Regulations, the "Regulations") and if
making payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to Cavendish such
evidence, if any, as to the identity or location or legal status of any person
which they may request from it in connection with the Equity Placings (for the
purpose of complying with the Regulations or ascertaining the nationality of
any person or the jurisdiction(s) to which any person is subject or otherwise)
in the form and manner requested by Cavendish on the basis that any failure by
it to do so may result in the number of Firm Placing Shares and/or Placing
Shares s that are to be acquired by it or at its direction pursuant to the
Equity Placings being reduced to such number, or to nil, as Cavendish may
decide at its sole discretion;
39. in order to ensure compliance with the Regulations, Cavendish (for
itself and as agent on behalf of the Company) or the Company's registrars may,
in their absolute discretion, require verification of its identity. Pending
the provision to Cavendish or the Company's registrars, as applicable, of
evidence of identity, definitive certificates in respect of the Firm Placing
Shares and/or Placing Shares may be retained at Cavendish's absolute
discretion or, where appropriate, delivery of the Firm Placing Shares and/or
Placing Shares to it in uncertificated form may be delayed at Cavendish's or
the Company's registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of identity
Cavendish (for itself and as agent on behalf of the Company) or the Company's
registrars have not received evidence satisfactory to them, either Cavendish
and/or the Company may, at its absolute discretion, terminate its commitment
in respect of the Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to the account
of the drawee's bank from which they were originally debited;
40. its participation in the Equity Placings would not give rise to an offer
being required to be made by it, or any person with whom it is acting in
concert, pursuant to Rule 9 of the City Code on Takeovers and Mergers;
41. any money held in an account with Cavendish on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a consequence, this
money will not be segregated from Cavendish's money in accordance with the
client money rules and will be used by Cavendish in the course of its
business; and the Placee will rank only as a general creditor of Cavendish's;
42. its allocation (if any) of New Ordinary Shares will represent a maximum
number of New Ordinary Shares which it will be entitled, and required, to
subscribe for, and that Cavendish or the Company may call upon it to subscribe
for a lower number of New Ordinary Shares (including, in the case of the
Placing, if scaled back due to clawback), but in no event in aggregate more
than the aforementioned maximum;
43. Cavendish may choose to invoke the CASS Delivery Versus Payment
exemption (under CASS 7.11.14R within the FCA Handbook Client Assets
Sourcebook) with regard to settlement of funds, in connection with the Equity
Placings, should it see fit;
44. neither it nor, as the case may be, its clients expect Cavendish to have
any duties or responsibilities to such persons similar or comparable to the
duties of "best execution" and "suitability" imposed by the COBS, and that
Cavendish is not acting for it or its clients, and that Cavendish will not be
responsible for providing the protections afforded to clients of Cavendish or
for providing advice in respect of the transactions described in the
Announcement;
45. it acknowledges that its commitment to acquire Firm Placing Shares
and/or Placing Shares on the terms set out in the Announcement and in the
contract note, through the electronic trade confirmation or other (oral or
written) confirmation will continue notwithstanding any amendment that may in
future be made to the terms and conditions of the Equity Placings and that
Placees will have no right to be consulted or require that their consent be
obtained with respect to the Company's or Cavendish's conduct of the Equity
Placings;
46. it has knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits and risks of
acquiring the Firm Placing Shares and/or Placing Shares. It further
acknowledges that it is experienced in investing in securities of this nature
and is aware that it may be required to bear, and is able to bear, the
economic risk of, and is able to sustain, a complete loss in connection with
the Equity Placings. It has relied upon its own examination and due
diligence of the Company and its affiliates taken as a whole, and the terms of
the Equity Placings, including the merits and risks involved;
47. it acknowledges that it will not look to Cavendish for all or part of
any such loss it may suffer. It further acknowledges that it is able to
sustain a complete loss of investment in the Ordinary Shares. It further
acknowledges that it has no need for liquidity with respect to its investment
in the Ordinary Shares. It further acknowledges that it has made its own
assessment and has satisfied itself concerning the relevant tax, legal,
currency and other economic considerations relevant to its investment in the
Ordinary Shares.
48. it irrevocably appoints any duly authorised officer of Cavendish as its
agent for the purpose of executing and delivering to the Company and/or its
registrars any documents on its behalf necessary to enable it to be registered
as the holder of any of the Firm Placing Shares and/or Placing Shares for
which it agrees to acquire upon the terms of the Announcement;
49. the Company, Cavendish and others (including each of their respective
Affiliates) will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgements and agreements, which are given
to Cavendish on its own behalf and on behalf of the Company and are
irrevocable;
50. it is acting as principal only in respect of the Equity Placings or, if
it is acquiring the Firm Placing Shares and/or Placing Shares as a fiduciary
or agent for one or more investor accounts, it:
a) is duly authorised to do so and it has full power and authority to
make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each such accounts;
and
b) will remain liable to the Company and Cavendish for the performance
of all its obligations as a Placee in respect of the Equity Placings
(regardless of the fact that it is acting for another person);
51. time is of the essence as regards its obligations under this Appendix;
52. any document that is to be sent to it in connection with the Equity
Placings will be sent at its risk and may be sent to it at any address
provided by it to Cavendish;
53. the Firm Placing Shares and/or Placing Shares will be issued subject to
the terms and conditions of this Appendix; and
54. the terms and conditions contained in this Appendix and all documents
into which this Appendix is incorporated by reference or otherwise validly
forms a part and/or any agreements entered into pursuant to these terms and
conditions and all agreements to acquire Firm Placing Shares and/or Placing
Shares pursuant to the Bookbuild and/or the Equity Placings and all
non-contractual or other obligations arising out of or in connection with
them, will be governed by and construed in accordance with English law and it
submits to the exclusive jurisdiction of the English courts in relation to any
claim, dispute or matter arising out of such contract (including any dispute
regarding the existence, validity or termination or such contract or relating
to any non-contractual or other obligation arising out of or in connection
with such contract), except that enforcement proceedings in respect of the
obligation to make payment for the Firm Placing Shares and/or Placing Shares
(together with interest chargeable thereon) may be taken by the Company or
Cavendish in any jurisdiction in which the relevant Placee is incorporated or
in which any of its securities have a quotation on a recognised stock
exchange.
By participating in the Equity Placings, each Placee (and any person acting on
such Placee's behalf) agrees to indemnify and hold the Company, Cavendish and
each of their respective Affiliates harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the Placee (and any
person acting on such Placee's behalf) in this Appendix or incurred by
Cavendish, the Company or each of their respective Affiliates arising from the
performance of the Placee's obligations as set out in the Announcement, and
further agrees that the provisions of this Appendix shall survive after the
completion of the Equity Placings.
The rights and remedies of Cavendish and the Company under these terms and
conditions are in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise or partial
exercise of one will not prevent the exercise of others.
The agreement to allot and issue Firm Placing Shares and/or Placing Shares
Shares to Placees (or the persons for whom Placees are contracting as agent)
free of stamp duty and stamp duty reserve tax in the United Kingdom relates
only to their allotment and issue to Placees, or such persons as they nominate
as their agents, direct by the Company. Such agreement assumes that the Firm
Placing Shares and/or Placing Shares are not being acquired in connection with
arrangements to issue depositary receipts or to transfer the Firm Placing
Shares and/or Placing Shares into a clearance service. If there are any such
arrangements, or the settlement related to any other dealings in the Firm
Placing Shares and/or Placing Shares , stamp duty or stamp duty reserve tax
may be payable. In that event, the Placee agrees that it shall be
responsible for such stamp duty or stamp duty reserve tax and neither the
Company nor Cavendish shall be responsible for such stamp duty or stamp duty
reserve tax. If this is the case, each Placee should seek its own advice and
they should notify Cavendish accordingly. In addition, Placees should note
that they will be liable for any capital duty, stamp duty and all other stamp,
issue, securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto) payable
outside the United Kingdom by them or any other person on the acquisition by
them of any Firm Placing Shares and/or Placing Shares or the agreement by them
to acquire any Firm Placing Shares and/or Placing Shares and each Placee, or
the Placee's nominee, in respect of whom (or in respect of the person for whom
it is participating in the Equity Placings as an agent or nominee) the
allocation, allotment, issue or delivery of Firm Placing Shares and/or Placing
Shares s has given rise to such non-United Kingdom stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay such taxes
and duties, including any interest and penalties (if applicable), forthwith
and to indemnify on an after-tax basis and to hold harmless the Company and
Cavendish in the event that either the Company and/or Cavendish have incurred
any such liability to such taxes or duties.
The Company and Cavendish are not liable to bear any taxes that arise on a
sale of Ordinary Shares subsequent to their acquisition by Placees, including
any taxes arising otherwise than under the laws of the United Kingdom. Each
prospective Placee should, therefore, take its own advice as to whether any
such tax liability arises and notify Cavendish and the Company accordingly.
Furthermore, each prospective Placee agrees to indemnify on an after-tax basis
and hold Cavendish and/or the Company and their respective affiliates harmless
form any and al interest, fines or penalties in relation to stamp duty, stamp
duty reserve tax and all other similar duties or taxes in any jurisdiction to
the extent that such interest, fines or penalties arise from the unreasonable
default or delay of that Placee or its agent.
The representations, warranties, acknowledgements and undertakings contained
in this Appendix are given to Cavendish for itself and on behalf of the
Company and are irrevocable.
Cavendish is authorised and regulated by the FCA in the United Kingdom and is
acting exclusively for the Company and no one else in connection with the
Bookbuild and the Equity Placings or any other matter referred to in the
Announcement, and Cavendish will not be responsible to anyone (including any
Placees) other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Bookbuild or the
Fundraising or any other matters referred to in the Announcement.
Each Placee and any person acting on behalf of the Placee acknowledges that
Cavendish does not owe any fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings, acknowledgements, agreements
or indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that Cavendish may (at its absolute discretion) satisfy its obligations
to procure Placees by itself agreeing to become a Placee in respect of some or
all of the Firm Placing Shares and/or Placing Shares or by nominating any
connected or associated person to do so.
When a Placee or any person acting on behalf of the Placee is dealing with
Cavendish, any money held in an account with Cavendish on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of the FCA made
under the FSMA. Each Placee acknowledges that the money will not be subject
to the protections conferred by the client money rules: as a consequence this
money will not be segregated from the Cavendish's money in accordance with the
client money rules and will be held by it under a banking relationship and not
as trustee.
References to time in the Announcement are to London time, unless otherwise
stated.
All times and dates in the Announcement may be subject to amendment. Placees
will be notified of any changes.
No statement in the Announcement is intended to be a profit forecast or
estimate, and no statement in the Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company. Past performance is no guide to future performance and
persons needing advice should consult an independent financial advisor.
The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.
The Firm Placing Shares and/or Placing Shares to be issued pursuant to the
Equity Placings will not be admitted to trading on any stock exchange other
than the AIM market of the London Stock Exchange.
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, the
Announcement.
APPENDIX 2
DEFINITIONS
"29.9 per cent. Aggregate Limit" a restriction on any Shareholder acquiring any New Ordinary Shares pursuant to
the Fundraising which would, when aggregated with any existing interests in
shares held by such Shareholder, result in such Shareholder holding an
interest in shares which (taken together with shares in which persons acting
in concert with him are interested) carry 30.0 per cent. or more of the voting
rights of the Company
"Admission" the admission of the New Ordinary Shares to trading on AIM becoming effective
in accordance with the AIM Rules
"AIM" AIM, the market of that name operated by the London Stock Exchange
"AIM Rules" the 'AIM Rules for Companies' published by the London Stock Exchange from time
to time
"Announcement" this RIS announcement issued by the Company dated 10 April 2024 announcing the
Fundraising (including the appendix setting out the terms and conditions of
the Equity Placings and the Formal Sale Process)
"Application Form" the application form accompanying the Circular to be used by Qualifying
Non-CREST Shareholders in connection with the Open Offer
"Bank Waiver" the letter between the Lender and the Company dated on or around the date of
this Announcement in relation to the waiver of certain covenants in the
Revolving Credit Facility
"Basic Entitlement" the Open Offer Shares for which a Qualifying Shareholder is entitled to
subscribe under the Open Offer calculated on the basis of 7 Open Offer Shares
for every 8 Existing Ordinary Shares held by that Qualifying Shareholder as at
the Record Date
"Board" or "Directors" the board of directors of the Company from time to time
"Bookbuild" the accelerated bookbuilding process which will be launched immediately
following release of this announcement
"Business Day" a day (other than Saturday, Sunday or a public holiday) on which banks are
generally open for business in the City of London for the transaction of
normal banking business
"Cavendish" Cavendish Capital Market Limited registered in England and Wales under number
06198898 whose registered office is at 1 Bartholomew Close, London, England,
EC1A 7BL (together with its affiliates), and for the purpose of trade
settlement in the Equity Placings shall mean Cavendish Securities plc
registered in England and Wales under number 05210733
"certificated" or "in certificated form" a share or other security not held in uncertificated form (i.e. not in CREST)
"Closing Price" the closing mid-market price of an Ordinary Share as derived from the London
Stock Exchange's Daily Official List
"Companies Act" the Companies Act 2006, as amended
"Company" or "Revolution" Revolution Bars Group plc, a public limited company incorporated in England
and Wales under registered number 08838504
"Court" High Court of Justice of England and Wales
"CREST" the relevant system (as defined in the Regulations) which enables title to
units of relevant securities (as defined in the Regulations) to be evidenced
and transferred without a written instrument and in respect of which Euroclear
is the 'Operator' (as defined in the CREST Regulations)
"CREST Applications Host" CREST application host
"CREST Manual" the compendium of documents entitled 'CREST Manual' published by Euroclear
from time to time and comprising the CREST Reference Manual, the CREST Central
Counterparty Service Manual, the CREST International Manual, the CREST Rules
(including CREST Rule 8), the CREST CCSS Operating Manual and the CREST
Glossary of Terms
"CREST Member" a person who has been admitted to Euroclear as a system-member (as defined in
the CREST Regulations)
"CREST Participant" a person who is, in relation to CREST, a system-participant (as defined in the
CREST Regulations)
"CREST Proxy Instruction" the appropriate CREST message made to appoint a proxy, properly authenticated
in accordance with Euroclear's specifications
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) as amended
"CREST Sponsor" a CREST Participant admitted to CREST as a CREST sponsor
"Directors" the directors of the Company at the date of this announcement, being Keith
Edelman, Rob Pitcher, Danielle Davies, Jemima Bird and William Tuffy
"Enlarged Share Capital" 1,496,340,975 Ordinary Shares, being the entire issued share capital of the
Company following Admission, assuming no other Ordinary Shares are issued
between the date of this announcement and Admission and assuming 1,251,292,455
New Ordinary Shares are issued in connection with the Fundraising
"Euroclear" Euroclear UK & International Limited, the 'operator' (as defined in the
CREST Regulations) of CREST
"Equity Placings" the Firm Placing and the Placing
"Excess Applications" applications pursuant to the Excess Application Facility
"Excess Application Facility" the mechanism whereby a Qualifying Shareholder, who has taken up his Basic
Entitlement in full, can apply for Excess Shares up to an amount equal to the
total number of Open Offer Shares available under the Open Offer less an
amount equal to a Qualifying Shareholder's Basic Entitlement, as more fully
set out in the Circular
"Excess CREST Open Offer Entitlements" in respect of each Qualifying CREST Shareholder who has taken up his Basic
Entitlement in full, the entitlement to apply for Open Offer Shares in
addition to his Basic Entitlement credited to his stock account in CREST,
pursuant to the Excess Application Facility, which may be subject to scaling
back in accordance with the provisions of the Circular
"Excess Open Offer Entitlement" in respect of each Qualifying Shareholder, the entitlement (in addition to his
Open Offer Entitlement) to apply for Open Offer Shares pursuant to the Excess
Application Facility, which is conditional on him taking up his Open Offer
Entitlement in full and which may be subject to scaling back in accordance
with the provisions of the Circular
"Excess Shares" Open Offer Shares which are not taken up by Qualifying Shareholders pursuant
to their Basic Entitlement and which are offered to Qualifying Shareholders
under the Excess Application Facility
"Excluded Overseas Shareholders" other than as agreed by the Company and Cavendish or as permitted by
applicable law, Shareholders who are located or have registered addresses in
the United States or a Restricted Jurisdiction
"Ex-entitlement Date" 7.00 a.m. on 11 April 2024, being the time when the Existing Ordinary Shares
are expected to be marked 'ex-entitlement' by the London Stock Exchange
"Existing Ordinary Shares" the 230,048,520 Ordinary Shares of 0.1 pence each in the capital of the
Company in issue on 28 March 2024, being the last trading day before
Suspension, all of which are admitted to trading on AIM
"FCA" the Financial Conduct Authority
"Firm Placing the conditional placing by Cavendish (on behalf of the Company) of the Firm
Placing Shares as described in this announcement
"Firm Placing Shares" the up to 389,000,000 new Ordinary Shares to be issued by the Company pursuant
to the Firm Placing
"Formal Sale Process" the formal sale process in respect of the Company, its business or assets
and/or the shares in, or business and assets of any of its subsidiaries as
included in this announcement and as per Note 2 on Rule 2.6 of the Takeover
Code;
"FSMA" the Financial Services and Markets Act 2000, as amended
"Fundraising" together, the Firm Placing, the Subscription, the Placing and the Open Offer
"Fundraising Resolutions" the resolutions numbered 1 and 2 to be proposed at the General Meeting as set
out in the Notice of General Meeting
"General Meeting" the general meeting of the Company to be held at 11.00 a.m. on 2 May 2024,
notice of which will be set out in the Circular
"Group" the Company, its subsidiaries and subsidiary undertakings
"Issue Price" 1.0 pence per New Ordinary Share
"Latest Practicable Date" 9 April 2024 (being the latest practicable date prior to the release of the
Announcement)
"Link Group" Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL
"London Stock Exchange" London Stock Exchange plc
"LTM EBITDA" Last twelve months EBITDA
"M&A Process" the process wherein the Company is exploring whether a sale of the shares in
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.
"NatWest" or "Lender" National Westminster Bank Plc
"New Ordinary Shares" the new Ordinary Shares to be issued by the Company pursuant to the
Fundraising
"Notice of General Meeting" the notice of the General Meeting which is set out in the Circular
"Open Offer" the conditional invitation by the Company to Qualifying Shareholders to apply
to subscribe for Open Offer Shares at the Issue Price on the terms and subject
to the conditions set out in the Circular (and in the case of the Qualifying
Non-CREST Shareholders only, the Application Form)
"Open Offer Entitlements an entitlement to subscribe for Open Offer Shares, allocated to a Qualifying
Shareholder under the Open Offer (and, for the avoidance of doubt, references
to "Open Offer Entitlements" include Basic Entitlements and Excess Open Offer
Entitlements)
"Open Offer Shares" the up to 201,292,455 new Ordinary Shares for which Qualifying Shareholders
are being invited to apply to be issued pursuant to the terms of the Open
Offer
"Ordinary Shares" ordinary shares of 0.1 pence each in the capital of the Company
"Overseas Shareholders" Shareholders with registered addresses outside the United Kingdom or who are
citizens or residents of countries outside the United Kingdom
"Participating Directors" Keith Edelman, Rob Pitcher, Danielle Davies, William Tuffy, Jemima Bird
"Placee" any person procured by Cavendish who has agreed to subscribe for the Placing
Shares pursuant to the Firm Placing or the Placing
"Placing the conditional placing by Cavendish (on behalf of the Company) of the Placing
Shares as described in this announcement
"Placing Agreement" the placing agreement dated 10 April 2024 made between the Company and
Cavendish as described in the Circular
"Placing Shares" the up to 201,292,455 new Ordinary Shares to be issued by the Company pursuant
to the Placing subject to clawback under the Open Offer
"Prospectus Regulation" the EU Prospectus Regulation (EU No 2017/1129) (as amended), as it forms part
of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 and
other implementing measures
"Prospectus Regulation Rules" the prospectus regulation rules made by the FCA under Part VI of FSMA
"Qualifying CREST Shareholders" Qualifying Shareholders whose Existing Ordinary Shares on the register of
members of the Company on the Record Date are in uncertificated form
"Qualifying Non-CREST Shareholders" Qualifying Shareholders whose Existing Ordinary Shares on the register of
members of the Company on the Record Date are held in certificated form
"Qualifying Shareholders" holders of Existing Ordinary Shares on the register of members of the Company
at the Record Date with the exception (subject to certain exceptions) of
Excluded Overseas Shareholders
"RBL" or the "Plan Company" Revolution Bars Limited
"Receiving Agent" or "Registrars" Link Group
"Record Date" 9 April 2024
"Regulatory Information Service" or "RIS" has the meaning given in the AIM Rules
"Relevant Alternative" a scenario the Court considers would be the most likely to occur if the
Restructuring Plan is not sanctioned
"Restricted Jurisdictions" each and any of the United States, Australia, Canada, Japan, New Zealand and
the Republic of South Africa
"Restructuring Plan" the restructuring plan to be proposed by the Plan Company under Part 26 of the
Companies Act, further details of which are set out in this announcement
"Revolving Credit Facility" the revolving credit facility made available to the Company by NatWest
"RSA" the restricted share award scheme of the Group (which has been operating as
such following the amendment of the Company's discretionary share-based
incentive arrangement for the Company's executive directors and other selected
employees in December 2020)
"SEC" the U.S. Securities and Exchange Commission
"Securities Act" the U.S. Securities Act of 1933, as amended
"Shareholders" the holders of Ordinary Shares for the time being, each individually a
"Shareholder"
"Share Plan" the RSA
"Subscription" the conditional direct subscriptions of the Subscription Shares as described
in this announcement
"Subscription Agreements" the conditional subscription agreements entered into between:
(i) the Company and Robus SCSp, SICAV-FIAR - Robus
Recovery Fund II;
(ii) the Company and Luke Johnson;
(iii) the Company and Hegarty & Sons Limited; and
(iv) the Company and Michael Goletka.
"Subscription Shares" the 661,000,000 new Ordinary Shares to be issued by the Company pursuant to
the Subscription under the Subscription Agreements
"Suspension" the suspension of the trading of the Company's Ordinary Shares on AIM at 08:00
on 2 April 2024
"Term Sheet" the non-legally binding term sheet between the Lender and the Company dated on
or around the date of this announcement pursuant to which the parties agreed
certain amendments to the Revolving Credit Facility which would be implemented
through the Restructuring Plan (if sanctioned). ,
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"uncertificated" or "in uncertificated form" recorded on the register of members of the Company as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations, may be transferred by means of CREST
"United States" or "U.S." the United States of America, its territories and possessions, any state of
the United States and the District of Columbia
"Warrant Instrument" the instrument to be entered into and constituting the Warrants
"Warrants" the unlisted warrants to be issued over the Warrant Shares conditional on the
passing of the Fundraising Resolutions and completion of the Fundraising, to
the Lender granting it rights to subscribe for new Ordinary Shares exercisable
at a price of 0.1 pence per Ordinary Share during an exercise period to be
determined in accordance with the terms of the Warrant Instrument.
"Warrant Shares" the up to 149,634,097 new Ordinary Shares to be issued on exercise of the
Warrants.
1 (#_ftnref1) The current proposal of the Restructuring Plan is indicative
only, based on management expectation and subject to change pending the
outcome of the Formal Sale Process.
2 (#_ftnref2) The current proposal of the Restructuring Plan is indicative
only, based on management expectation and subject to change pending the
outcome of the Formal Sale Process
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