REG - Revolution Bars - Results of the Firm Placing and Placing

Revolution BarsAnnouncement

11/04/2024 18:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240411:nRSK3498Ka&default-theme=true

RNS Number : 3498K  Revolution Bars Group  11 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.

Defined terms used in this announcement have the meanings given to them in the
announcement titled Fundraise, Restructuring Plan & FSP (RNS Number:
1033K) released around 6:05 p.m. yesterday, unless the context provides
otherwise.

For immediate release

Revolution Bars Group Plc

(the "Company" or the "Group")

Results of the Firm Placing and Placing

Update to Timings

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,
is pleased to announce the results of its Bookbuild launched yesterday.

Subject to, inter alia, the necessary resolutions being passed at the General
Meeting, which is to be held on 2 May 2024, and the other conditions noted
below:

·     in aggregate, 1,050,000,000 New Ordinary Shares are to be issued
pursuant to the Firm Placing and Subscription at the Issue Price, raising
gross proceeds of £10.5 million; and

·     a minimum of 50,000,000 New Ordinary Shares are to be issued
pursuant to the Placing and Open Offer at the Issue Price, raising minimum
gross proceeds of £0.5 million. This will increase to a maximum of
201,292,455 New Ordinary Shares, or approximately £2.0 million, depending on
Shareholder uptake under the Open Offer.

In accordance with the terms of the Placing Agreement between the Company and
Cavendish, the Fundraising is conditional upon, amongst other things, (i) the
sanction by the Court of the Restructuring Plan and there being no stay of the
relevant order or an outstanding application for permission to appeal the
order 21 days following the order being made or any application for permission
to appeal and/or to stay the order being either disposed of, refused, or
withdrawn, 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).

Following Admission the issued share capital of the Company will be up to
1,496,340,975 Ordinary Shares (assuming no other new Ordinary Shares are
issued between now and Admission). The New Ordinary Shares will therefore
represent up to 84.63 per cent. of the Enlarged Share Capital of the Company
immediately following Admission.

The New Ordinary Shares will rank pari passu in all other respects with the
Existing Ordinary Shares.

Firm Placing and Subscription

Cavendish, as agents of the Company, have conditionally placed with investors,
or Subscribers have signed Subscription Agreements for, in aggregate,
1,050,000,000 Firm Placing Shares and Subscription Shares at the Issue Price.
The Firm Placing Shares and Subscription Shares are not subject to clawback
and are not part of the Placing and Open Offer. The Firm Placing and
Subscription are subject to the same conditions as the Placing and Open Offer.
The Firm Placing Shares and Subscription Shares will represent approximately
70.17 per cent. of the Enlarged Share Capital of the Company immediately
following Admission, assuming full take up under the Placing and Open Offer.

Placing and Open Offer

Cavendish, as agents of the Company, have conditionally placed the 50,000,000
Open Offer Shares with investors at the Issue Price. The Placing of the Open
Offer Shares will be subject to clawback to satisfy valid applications by
Qualifying Shareholders under the Open Offer. Subject to the waiver or
satisfaction of the conditions and the Placing and Open Offer Agreement not
having been terminated in accordance with its terms, any Open Offer Shares not
subscribed for under the Open Offer will be issued to Placees procured by
Cavendish. Assuming full take up under the Open Offer, the Open Offer Shares
will represent approximately 13.45 per cent. of the Enlarged Share Capital of
the Company immediately following Admission.

Further details of the Firm Placing and Subscription and the Placing and Open
Offer will be contained in the Circular currently anticipated to be sent to
Shareholders on or around 15 April 2024.

Directors' Participations

The following Directors of the Company have agreed to or provided their
intention to subscribe for in aggregate of 12,050,000 New Ordinary Shares at
the Issue Price in the Firm Placing  or Open Offer as follows:

 Director         Number of New Ordinary Shares
 Firm Placing
 Rob Pitcher      8,000,000
 Jemima Bird      1,000,000
 Open Offer
 Keith Edelman    1,440,000
 Danielle Davies  1,250,000
 William Tuffy    360,000

 

(together, the "Participating Directors")

 

Related Party Transactions

The participation of Eldose Babu and Mark Ward in the Firm Placing constitute
'related party transactions' under the AIM Rules, by virtue of both Eldose
Babu and Mark Ward (and their affiliates) being classified as substantial
shareholders in the Company. Keith Edelman, Danielle Davies and William Tuffy
(being the independent Directors for the purpose of this opinion) consider,
having consulted with the Company's nominated adviser, Cavendish, that the
terms of the participation in the Firm Placing by Eldose Babu and Mark Ward
are fair and reasonable insofar as the Company's Shareholders are concerned.

General Meeting and Circular

As noted, the Fundraising is conditional upon, inter alia, Shareholder
approval at the General Meeting of the Company which is currently anticipated
to take place at 11.00 a.m. at the High Field, 22 Highfield Road, Edgbaston
B15 3DP on 2 May 2024, and the Placing Agreement becoming unconditional in all
respects. The Firm Placing and Subscription are not conditional on the Open
Offer proceeding or on any minimum take-up under the Open Offer.

Further announcements will be made in due course confirming the publication of
the Circular relating to the Fundraising (which will include the notice of the
General Meeting), and/or relating to the results of the Placing and Open
Offer, the Formal Sale Process and the Restructuring Plan in due course.  The
Circular will contain details on how Shareholders can vote their Ordinary
Shares at the General Meeting and  Shareholders who hold their Existing
Ordinary Shares in certificated form will also receive Application Forms in
respect of their Open Offer Entitlements.

Revised Timetable of Events

Please note that the Record Date as announced by the Company yesterday has now
changed to 6:00 p.m. 10 April 2024. No other dates have changed as a result.
The revised timetable is set out below.

 EXPECTED TIMETABLE OF KEY EVENTS
                                                                                   2024
 Record Date for entitlement to participate in the Open Offer                      6.00 p.m. on 10 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 and, to Qualifying Non-CREST             15 April
 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

 

For further information, please contact:

 

 Revolution Bars Group plc                                                     Tel: 0161 330 3876

 Rob Pitcher, CEO

 Danielle Davies, CFO
 Cavendish Capital Markets Limited (Financial and Rule 3 Adviser, Nominated    Tel: 020 7220 0500
 Adviser, Broker and Bookrunner)

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

 Tim Redfern (Corporate Broking)

 Instinctif (Financial PR)                                                     Tel: 020 7457 2005

 Matthew Smallwood / Justine Warren

 020 7457 2010

The person responsible for arranging release of this announcement on behalf of
Revolution Bars Group plc is Danielle Davies, Chief Financial Officer.

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.

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.

IMPORTANT NOTICES

This announcement includes 'forward looking statements' which include all
statements other than statements of historical facts, including, without
limitation, those regarding the Group's financial position, business strategy,
plans and objectives of management for future operations, or any statements
proceeded by, followed by or that include the words 'targets', 'believes',
'expects', 'aims', 'intends', 'will', 'may', 'anticipates', 'would', 'could'
or similar expressions or negatives thereof. Such forward looking statements
involve known and unknown risks, uncertainties and other important factors
beyond the Company's control that could cause the actual results, performance
or achievements of the Group to be materially different from future results,
performance or achievements expressed or implied by such forward looking
statements. Such forward looking statements are based on numerous assumptions
regarding the Group's present and future business strategies and the
environment in which the Group will operate in the future. These forward
looking statements speak only as at the date of this announcement. The Company
expressly disclaims any obligation or undertaking to disseminate or release
publicly any updates or revisions to any forward looking statements contained
in this announcement to reflect any change in the Company's expectations with
regard thereto or any change in events, conditions or circumstances on which
any such statements are based, unless required to do so by applicable law or
the AIM Rules.

Apart from the responsibilities and liabilities, if any, which may be imposed
on Cavendish under FSMA or the regulatory regime established thereunder,
neither of Cavendish nor any of its respective affiliates accepts any
responsibility whatsoever or makes any representation or warranty, express or
implied, concerning the contents of this announcement, including its accuracy,
completeness or verification, or concerning any other statement made or
purported to be made by any of them, or on behalf of them in connection with
the Company or any of the matters described in this announcement and nothing
in this announcement is or shall be relied upon as a promise or representation
in this respect, whether as to the past or future. Subject to applicable law,
Cavendish and its respective affiliates accordingly disclaim all and any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise (save as referred to above))
which any of them might otherwise have in respect of this announcement or any
statement purported to be made by them, or on their behalf, in connection with
the Company, or the matters described in this announcement.

MARKET ABUSE REGULATION

Market soundings, as defined in MAR, were taken in respect of the Fundraising,
with the result that certain persons became aware of inside information, as
permitted by MAR. That inside information is set out in this announcement and
has been disclosed as soon as possible in accordance with paragraph 7 of
article 17 of MAR. Therefore, those persons that received inside information
in a market sounding are no longer in possession of inside information
relating to the Company and its securities.

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

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