Agreed changes to concert party

Nightcap PLC

17 May 2024

 

17 May 2024

Nightcap plc

("Nightcap" or the "Company")

Agreed changes to concert party

Nightcap (AIM: NGHT), the owner and operator of 46 premium bars, announces recent changes to the composition of the concert party in respect of the Company.

Under the City Code on Takeovers and Mergers (the "Code") published by the Panel on Takeovers and Mergers (the "Panel"), a concert party arises where persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control (as defined in the Code) of a company or to frustrate the successful outcome of an offer for a company.

Certain persons will be presumed, as set out in the Definitions in the Code, to be persons acting in concert with other persons in the same category unless the contrary is established, including shareholders in a private company who sell their shares or interests in consideration for the issue of new shares in a company to which the Code applies, or who, in connection with an initial public offering or otherwise, become shareholders in a company to which the Code applies.

At the time of its IPO on AIM on 13 January 2021, the Company stated in its AIM admission document, that it had agreed with the Panel that a concert party (the "IPO Concert Party") existed in the context of the Company, including vendors of The London Cocktail Club Limited and certain shareholders in the Company prior to its IPO. The IPO Concert Party comprised each of: Michael Willingham-Toxvaerd; Sarah Willingham-Toxvaerd; Tobias Van der Meer; Lance Moir; John James Goodman; CGCC Ltd*; Ava Goodman; James Hopkins; Greg Le Tocq; Raymond Blanc; David Moore; Phil Wright; Andrew Lewis; John Lederer; and Joel Medrington. Judy Draycott was subsequently added to the IPO Concert Party.

The Company has now agreed with the Panel that James Hopkins, Greg Le Tocq, Raymond Blanc, David Moore, Phil Wright, Andrew Lewis, John Lederer and Joel Medrington are no longer part of the IPO Concert Party.  As a consequence, the revised concert party (the "Revised Concert Party") now comprises the following members:

Revised Concert Party Member	Number of ordinary shares in the Company currently held	Percentage of the Company's issued ordinary share capital
Michael Willingham-Toxvaerd	12,552,501	5.35%
Sarah Willingham-Toxvaerd	21,686,584	9.25%
Tobias Van der Meer	9,050,000	3.86%
Lance Moir	360,000	0.15%
John James Goodman	15,130,845	6.45%
CGCC Ltd*	901,312	0.38%
Judy Draycott	43,478	0.02%
Ava Goodman	1,621,162	0.69%
Total	61,345,882	26.15%

*CGCC Ltd is beneficially owned and controlled by John James Goodman.

The individual members of the Revised Concert Party (as comprised pursuant to the table above) can now acquire further shares in the Company without triggering an obligation under Rule 9 of the Code to make an offer for the whole of its issued share capital, provided that such acquisitions do not cause the aggregate interest of the Revised Concert Party to reach or exceed 30 per cent. of the Company's issued share capital.

For further enquiries:

Nightcap plc Sarah Willingham / Richard Haley / Gareth Edwards	[e-mail]
Allenby Capital Limited (Nominated Adviser and Broker) Nick Naylor / Alex Brearley / Piers Shimwell (Corporate Finance) Jos Pinnington / Amrit Nahal / Tony Quirke (Sales and Corporate Broking)	[phone] www.allenbycapital.com
Bright Star Digital (PR) Pam Lyddon	https://www.brightstardigital.co.uk/ [phone] [e-mail]

 

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