NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION.
This announcement IS A RESPONSE TO AN ANNOUNCEMENT MADE
earlier today BY revolution bars group PLC UNDER RULE 2.4 OF THE
CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE") of a
possible offer. THIS ANNOUNCEMENT IS NOT AND the ANNOUNCEMENT MADE
earlier today BY revolution bars group PLC UNDER RULE 2.4 OF THE
TAKEOVER CODE WAS not an announcement of a firm intention to make
an offer under Rule 2.7 of the TAKEOVER Code. there can be no
certainty that an offer will be made, nor as to the terms on WHICH
any offer will be made.
The
information contained within this announcement is deemed by the
Company to constitute inside information as stipulated under the
Market Abuse Regulations (EU) No. 596/2014 ("MAR") AS IT FORMS PART
OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 AS AMENDED.
2 May
2024
Nightcap
plc
("Nightcap " or the
"Company")
Response
to announcement by Revolution Bars Group Plc ("Revolution
Bars")
Nightcap notes the
announcement by Revolution Bars in response to recent press
speculation regarding an interest shown by Nightcap in purchasing
part or all of Revolution Bars.
The Board of Nightcap
has been following events at Revolution Bars over
the past few weeks. In response to the announcement by Revolution
Bars, Nightcap confirms that it is assessing a
number of possible options (the "Options") which, amongst other things,
could include: (i) the acquisition of certain sites of
Revolution Bars; (ii) the acquisition of certain
operating subsidiaries of Revolution Bars; (iii) a possible share for share offer for the entire
issued and to be issued share capital of Revolution Bars
(the "Possible Offer");
(iv) the acquisition of certain brands of Revolution Bars; or (v)
the acquisition of certain assets of Revolution Bars. Nightcap's
evaluation of the Options is at a relatively early
stage.
The Board believes that assessing
the Options is in line with the Company's ambition to create the
UK's leading bar group by consolidating the drinks-led premium bar
segment of the UK hospitality sector through strategic
acquisitions. The Board considers that certain brands of Revolution
Bars could be an excellent addition to the Company's existing
portfolio of brands.
The Board of Nightcap
notes that Revolution Bars is currently in a
formal sale process pursuant to the Takeover Code. Nightcap
has decided not to participate in this formal sale
process at this time.
This announcement is not, and should not be
construed as being, an announcement of a firm intention by
Nightcap to make an offer for
Revolution Bars under Rule 2.7 of the
Takeover Code.
In relation to any
Possible Offer, Nightcap has reserved its
right to vary the form and/or mix of any offer consideration and
vary the transaction structure.
As stated in the announcement made
by Revolution Bars on 2 May 2024, in accordance with Rule 2.6(a) of
the Takeover Code, by 5:00 p.m. (London time) on 30 May 2024
Nightcap is required to announce either a
firm intention to make an offer for Revolution Bars under Rule 2.7
of the Takeover Code or that it does not intend to make an offer
for Revolution Bars, in which case the announcement will be treated
as a statement to which Rule 2.8 of the Takeover Code applies,
unless Revolution Bars and the Panel on Takeovers and Mergers (the
"Takeover Panel") have
consented to an extension of this deadline in accordance with Rule
2.6(c) of the Takeover Code.
Investors should note the further disclosures
required by the Takeover Code set out below and, in particular,
that disclosures are required by persons with interests in
securities representing more than 1 per cent. of
Revolution Bars' or
Nightcap's shares.
Information on
Revolution Bars
Revolution Bars is an
operator of premium bars and pubs, with a strong national presence
across the UK. Revolution
Bars' announcement of 10 April 2024 states that
Revolution Bars is the operator of 58
bars and 22 pubs, trading predominantly under the Revolution,
Revolución de Cuba and Peach Pubs brand. Based on unaudited interim
results for the 26 weeks ended 30 December 2023, announced
by Revolution Bars on 10 April
2024, Revolution Bars
generated revenue of £82.3 million and profit before tax of
approximately £3.1 million. Revolution
Bars had an unaudited total asset value of
approximately £133.0 million at 30 December 2023.
Information on
Nightcap
Nightcap's strategy is to become the leading
bar group in the UK, which includes making selective acquisitions
within the drinks-led premium bar segment of the UK hospitality
sector. Nightcap is currently the operator of 46 premium bars,
which include The Cocktail Club, Dirty Martini,
Tonight Josephine, Blame Gloria, Barrio and The Piano Works brands.
On 13 January 2021, Nightcap's shares were admitted to trading on
AIM.
A further announcement will be made as and when
appropriate.
Contacts:
Nightcap
plc
Sarah Willingham / Richard Haley / Gareth
Edwards
|
email@nightcapplc.com
|
Allenby Capital
Limited (Financial Adviser, Nominated Adviser and
Broker)
Nick Naylor / Alex Brearley / Piers Shimwell
(Corporate Finance)
Jos Pinnington / Amrit Nahal / Tony Quirke
(Sales and Corporate Broking)
|
+44 (0) 20 3328 5656
www.allenbycapital.com
|
Bright Star
Digital (PR)
Pam Lyddon
|
https://www.brightstardigital.co.uk/
+44 (0) 7534 500 829
pamlyddon@brightstardigital.co.uk
|
Publication on
website
A copy of this announcement will be made
available (subject to certain restrictions relating to persons
resident in restricted jurisdictions) on
Nightcap's website at www.nightcapplc.com
by no later than 12 noon (London time) on the business day
following the date of this announcement. For the avoidance of
doubt, the content of the website referred to in this announcement
is not incorporated into and does not form part of this
announcement.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the
Takeover Code, Nightcap confirms that, as at the date of this announcement, it has
234,550,656 ordinary shares of £0.01 each in issue with
International Securities Identification Number (ISIN)
GB00BLKGVD49.
Nightcap does not hold any shares in
treasury.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
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 Takeover 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(s), 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,
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 Takeover 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.
Additional information
Allenby Capital Limited
("Allenby Capital"), is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom. Allenby Capital is acting as financial adviser
exclusively for the Company and no one else in connection with the
matters set out in this announcement and will not regard any other
person as its client in relation to the matters set out in this
announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of
Allenby Capital or its affiliates, or for providing advice in
relation to the contents of this announcement or any other matter
referred to herein.