REG - Nightcap PLC Revolution Bars - Statement re possible offer for Revolution Bars

NightcapAnnouncement

30/05/2024 07:00

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RNS Number : 3523Q  Nightcap PLC  30 May 2024

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 IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE").

 

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.

 

30 May 2024

Nightcap plc

("Nightcap " or the "Company")

 

Statement of intention not to make an offer for Revolution Bars Group Plc
("Revolution Bars")

 

Nightcap notes, with disappointment, the announcement by Revolution Bars of 28
May 2024 in which Revolution Bars rejected a non-binding proposal by Nightcap
of a share for share offer for the entire issued and to be issued share
capital of Revolution Bars (the "Possible Offer").

 

After encouragement by both Revolution Bars shareholders and Nightcap
shareholders, the Company engaged in discussions with Revolution Bars and
invested significant time and resources to explore the Possible Offer. A
non-binding proposal was submitted to the board of Revolution Bars on 17 May
2024 which, the board of Nightcap believes, presented an improved outcome for
Revolution Bars' shareholders and a significantly de-leveraged position for
its creditors.  At no point did Nightcap receive legal advice to suggest that
this non-binding proposal was not capable of being delivered. The non-binding
proposal did not include a fixed fundraising amount as Nightcap did not
receive detailed financial information to help identify the cash requirements
of Revolution Bars and the enlarged business until 21 May 2024.

 

The board of Nightcap believes that the Possible Offer, if it had been
implemented, would have seen Revolution Bars' highly dilutive £12.5m
fundraising (announced on 10 April 2024) replaced by a merger of the two
businesses, allowing for Revolution Bars' shareholders to suffer less dilution
and achieve more value from their investment. The Possible Offer would have
included a fundraising and the implementation of the restructuring plan, as
already planned and outlined in the announcement by Revolution Bars in its
announcement on 10 April 2024 (the "Restructuring Plan"), to be followed by a
combination of the Nightcap and Revolution Bars businesses as well as a sale
of the Peach Pubs brand.

 

Having received the non-binding proposal the board of Revolution Bars and
their advisers challenged Nightcap's proposal in relation to Revolution Bars
own short term funding requirements, due to the extended period required for
the combination of the Nightcap and Revolution Bars businesses to be
implemented.

 

On 23 May 2024 Nightcap was advised that, after careful consideration by the
board of Revolution Bars, a number of its stakeholders and advisers,
Revolution Bars were rejecting Nightcaps' non-binding proposal.

 

Nightcap respects that the board of Revolution Bars wish to pursue a different
outcome and as a result Nightcap today confirms that it does not intend to
make an offer for the entire issued and to be issued share capital of
Revolution Bars. This is a statement to which Rule 2.8 of the Code applies.

 

As noted in the Company's announcement of 22 May 2024, the board of Nightcap
believes that with five acquisitions in just over three years it is very well
placed to continue executing on its consolidation strategy. The board also
believes that opportunities for further consolidation in the late night sector
will continue to arise in the coming year as the sector moves from incremental
M&A activity to a fundamental structural transformation as many of the
operators in the sector are going through significant change.

 

Rule 2.8 of the Code

 

For the purposes of Note 2 on Rule 2.8 of the Code, Nightcap and any person(s)
acting in concert with it reserve the right to make or participate in an offer
for Revolution Bars (and/or take any other actions which would otherwise be
restricted under Rule 2.8 of the Code) within the next six months following
the date of this announcement:

 

(i)            with the agreement of the board of directors of
Revolution Bars;

(ii)          following the announcement of a firm intention to make an
offer for Revolution Bars by or on behalf of a third party;

(iii)         following the announcement by Revolution Bars of a Rule 9
waiver proposal (as described in Note 1 of the Notes on Dispensations from
Rule 9 of the Code) or a reverse takeover (as defined in the Code); or

(iv)         where the Takeover Panel has determined that there has
been a material change of circumstances.

 

Contacts:

 

 Nightcap plc

 Sarah Willingham / Richard Haley / Gareth Edwards                           email@nightcapplc.com

 Allenby Capital Limited (Financial Adviser, Nominated Adviser and Broker)   +44 (0) 20 3328 5656

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

 Jos Pinnington / Amrit Nahal / Tony Quirke (Sales and Corporate Broking)    www.allenbycapital.com (http://www.allenbycapital.com/)

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

 Pam Lyddon                                                                  +44 (0) 7534 500 829

                                                                             pamlyddon@brightstardigital.co.uk

 

 

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.

 

 

 

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