Admission to AIM & First Day of Dealings

RNS Number : 4662L

Nightcap PLC

13 January 2021

 

13 January 2021

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE WITHIN THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE ADMISSION DOCUMENT PUBLISHED BY NIGHTCAP PLC IN CONNECTION WITH THE PROPOSED ADMISSION OF ITS ORDINARY SHARES TO TRADING ON AIM.

For immediate release

Nightcap plc

("Nightcap" or the "Company")

Admission to trading on AIM

& First Day of Dealings

Nightcap plc announces that admission of the Company's ordinary shares to trading on AIM ("Admission") will take place and dealings will commence at 8.00 a.m. today under the ticker NGHT (ISIN: GB00BLKGVD49).

Upon Admission, Nightcap will acquire the London Cocktail Club for an initial consideration of £5.7 million ( subject to adjustment in accordance with the terms of the Acquisition Agreement ).  The initial consideration is being satisfied by the issue of 55,378,837 new Nightcap ordinary shares and a cash payment of £162,116. The London Cocktail Club is an award-winning independent operator of ten individually themed cocktail bars in nine London locations and one location in Bristol, targeting customers aged between 26 to 40 years old.

In conjunction with Admission, Nightcap has raised gross proceeds of £4.0 million through a fundraising that is comprised of a placing and an offer through PrimaryBid, at an issue price of 10 pence per share. Upon Admission, the Company will have a market capitalisation (at the issue price) of approximately £ 13.5 million.

Allenby Capital is acting as Nominated Adviser and Broker to the Company.

Company highlights

· Nightcap was established in 2020 to take advantage of the significant changes taking place within the premium bars segment and the hospitality industry more generally in the UK.

· The board of Nightcap (the "Board") believes that the Company will be able to take advantage of an exceptional opportunity to acquire and grow 'drinks-led' hospitality concepts that focus on the consumers' social experience over the coming years.

· The Board considers the London Cocktail Club to be a scalable model that is well-positioned to take advantage of the current opportunity in the hospitality segment of the UK property market for taking on attractively priced sites against a backdrop of decreased competition.

· The Board and the London Cocktail Club's senior management team have extensive and relevant experience in developing successful companies in both the UK hospitality sector and across quoted and unquoted companies in general.

· In addition to scaling the London Cocktail Club, Nightcap intends to identify and acquire other drinks-led hospitality groups that are considered by the Board to have significant potential for additional value creation through roll-out, refinancing, turnaround or market repositioning.

Sarah Willingham, Chief Executive Officer of Nightcap, commented:

"To have floated Nightcap during a national lockdown is testament to the strength of our extended team, our advisers and our brokers Allenby Capital, the London Cocktail Club shareholders and the welcome support of our new investors. They have all seen our vision for the future and our determination to help the hospitality sector shine once again. I couldn't be prouder to be part of this great industry.

Our admission to trading on AIM today marks the start of Nightcap's mission of becoming the UK's leading bar group by supporting entrepreneurs and businesses that have taken such a hit during the pandemic.  Through targeted investment and our collective expertise, we believe there is an exceptional  opportunity to develop and grow fundamentally sound businesses - businesses that have suffered a tough time, are under pressure and may not have sufficient capital to grow.

Hospitality currently faces the worst challenges in our lifetime but we know that with the roll out of the COVID vaccines brighter days are coming. When the restrictions are lifted, people will want to enjoy their freedom by having fun and coming out to socialise again. We will get back to doing what we do best - looking after our customers, opening new venues and giving great people meaningful careers ."

For further enquiries:

Nightcap plc Sarah Willingham / Toby Rolph / Gareth Edwards	c/o Fleet Street Communications
Allenby Capital Limited (Nominated Adviser and Broker) Nick Naylor / Alex Brearley (Corporate Finance) Matt Butlin / Amrit Nahal / Tony Quirke (Sales and Corporate Broking)	[phone] www.allenbycapital.com
Fleet Street Communications (Financial PR) Mark Stretton / Mike Berry	[phone] www.fsc.uk.com

The Company's Admission Document is available at: www.nightcapplc.com  

Capitalised terms used in this announcement shall, unless the context provides otherwise, have the same meanings in the Admission Document.

Important Information

This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any common shares or other securities in the United States, Canada, Australia, Japan or the Republic of South Africa or in any other jurisdiction in which such offer or solicitation is unlawful, prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. The distribution of this announcement and other information in connection with the placing and admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

Allenby Capital, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company as Nominated Adviser and Broker in connection with the placing and admission, and will not be responsible to any other person for providing the protections afforded to customers of Allenby Capital or advising any other person in connection with the placing and admission. Allenby Capital's responsibilities as the Company's Nominated Adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers will be owed solely to the London Stock Exchange and not to the Company, the directors or to any other person in respect of such person's decision to subscribe for or acquire ordinary shares. Apart from the responsibilities and liabilities, if any, which may be imposed on Allenby Capital by the Financial Services and Markets Act 2000 or the regulatory regime established under it, Allenby Capital does not accept any responsibility whatsoever for the contents of this announcement, and no representation or warranty, express or implied, is made by Allenby Capital with respect to the accuracy or completeness of this announcement or any part of it and no responsibility or liability whatsoever is accepted by Allenby Capital for the accuracy of any information or opinions contained in this announcement or for the omission of any material information from this announcement.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements".  These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology.  These forward-looking statements include matters that are not historical facts.  They appear in a number of places throughout this announcement and include statements regarding the directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets.  By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances.  Actual results and developments could differ materially from those expressed or implied by the forward-looking statements.  Forward-looking statements may and often do differ materially from actual results.  Any forward-looking statements in this announcement are based on certain factors and assumptions, including the directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity.  Whilst the directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect.  Save as required by applicable law or regulation, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the directors' expectations or to reflect events or circumstances after the date of this announcement.

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

--ENDS--

 

END

 

 

MSCDKBBKCBKDADD