Response to announcement by Revolution Bars Group

Nightcap PLC

02 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 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	[e-mail]
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)	[phone] www.allenbycapital.com
Bright Star Digital (PR) Pam Lyddon	https://www.brightstardigital.co.uk/ [phone] [e-mail]

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 [phone] 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.

 

END