New Date of General Meeting

Revolution Bars Group

29 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 THAT JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO 596/2014, AS AMENDED. UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN

For immediate release.

29 May 2024

Revolution Bars Group plc

(the "Company" or the "Group")

New Date of General Meeting

The Board strongly recommends that Shareholders read this announcement in full and vote in favour of the resolutions required to approve the Fundraising. If the Fundraising is not approved, the Board believes that Shareholders are highly likely to lose all of their investment in the Company.

Revolution Bars Group plc (AIM: RBG), a leading operator of premium bars and gastro pubs, trading mainly under the Revolution, Revolucion de Cuba and Peach Pubs brands, announced on 30 April 2024 that it intended to postpone its General Meeting which was scheduled to be held at 11.00 am on 2 May 2024. The Company now advises that the General Meeting will be held at 10.00 am on Friday, 14 June 2024, at The High Field, 22 High Field Road, Edgbaston, B15 3DP.

The original notice of the General Meeting was sent to Shareholders on 15 April 2024 as part of a wider circular to Shareholders in connection with the Fundraising, the Restructuring Plan, the Formal Sale Process and the M&A Process ("Circular"). Since then, it has become apparent that Shareholders required further time and information in order to make a fully informed assessment on the resolutions being proposed at the GM to enable the Company to proceed with the £12.5m equity fundraising announced on 10 April 2024 (the "Fundraising")  The Company therefore announced on 30 April 2024 that the Board had decided to postpone the General Meeting in order to provide additional time to fully explore all its strategic options and provide further information to Shareholders in this regard.

On 14 May 2024, the Company provided an update to Shareholders regarding Phase 1 of the Formal Sale Process ("FSP") and M&A Process (together the "FSP/M&A Process") which was also announced on 10 April 2024. The announcement confirmed that, pursuant to the FSP/M&A process the Group had received a number of proposals in relation to certain of the Company's assets, including, but not limited to, the acquisition of certain of its subsidiaries and/or the businesses and/or assets owned or operated by certain of the Company's subsidiaries. However, the Board also confirmed that none of the proposals presented (or any combination thereof) would result in a financial return to Shareholders, and therefore Shareholders would be highly likely to lose all of their investment in the Company.

In addition, since 2 May 2024 the Board has been exploring whether the acquisition by NightCap plc may be a feasible alternative to the Restructuring Plan. An indicative proposal (the "NightCap Proposal") was received, which would have required Revolution Bars Limited (the "Plan Company") to proceed with the Restructuring Plan, but not the Fundraising.  However, following legal and other professional advice, assessment of the number of challenges to the delivery of it, including timing, the Board has concluded that the Nightcap Proposal is incapable of being delivered, as further detailed in an announcement made on 28 May 2024.

Having fully considered its strategic options and updated Shareholders with respect to the alternative options to the Fundraising and the Restructuring Plan, the Board believes that completion of the Fundraising, which would enable the Restructuring Plan to proceed, provides the best available outcome for Shareholders and the only way for Shareholders to maintain value for their current shareholdings in the Company.  The Board therefore believes that it is therefore in the best interests of all stakeholders to approve the Fundraising, enabling the Restructuring Plan to proceed. 

The Board confirms that the General Meeting is now to be held on Friday, 14 June 2024.

Today, a detailed notice of the postponement and rescheduled GM will today be sent to members and that document will be made available on the Company's website at www.revolutionbarsgroup.com.

All details of the earlier notice of 15 April 2024 remain unchanged, save for (i) the new date for holding the GM, (ii) the date when the register of members will close and (iii) the date by which proxies need to be lodged.

Proxies already submitted will remain valid for the new date of the GM unless superseded by a new proxy.

Terms not otherwise defined herein shall have the meanings given to them in the Company's circular to shareholders dated 15 April 2024, which remains available at the Company's website at www.revolutionbarsgroup.com.

Importance of the Vote

Your attention is drawn to the fact that the Fundraising is conditional and dependent upon, amongst other things, the Fundraising Resolutions being passed at the postponed General Meeting and the Restructuring Plan being sanctioned by the Court.  

Shareholders are asked to vote in favour of the Fundraising Resolutions at the General Meeting in order for the Fundraising to proceed. The Board notes that, if the Fundraising Resolutions are passed, the Restructuring Plan proceeds and is sanctioned by the Court, it would preserve equity value for the Company's current Shareholders, whilst acknowledging the dilutive effect of the Fundraising for those Shareholders who have not participated in its pro rata to their current shareholdings.

If the Fundraising Resolutions are not passed by Shareholders then Admission cannot occur and the proceeds of the Fundraising will not be received by the Company and the Restructuring Plan will not be capable of being implemented due to insufficient funding and would, therefore, not be sanctioned by the Court.  This would mean that the Plan Company would be unable to benefit from the cost savings and uplift in adjusted EBITDA capable of being delivered by the Restructuring Plan and associated measures. Absent these savings and the Fundraising, the Company would face liquidity pressures from Q1 of the Company's 2025 financial year, which commences on 30 June 2024.

In these circumstances, and absent material financial support from the Company's creditors or Shareholders, which the Board considers unlikely, the Directors would need to proceed with the FSP/M&A Process.  As announced on 14 May 2024, the FSP/M&A Process has thus far resulted in a number of proposals in relation to certain of the Company's assets, including, but not limited to, the acquisition of certain of its subsidiaries and/or the businesses and/or assets owned or operated by certain of the Company's subsidiaries.

However, based on the proposals received from potential bidders to date, the Board considers it likely that one or more transactions would need to be executed through an insolvency process and therefore none of the proposals presented (or a combination thereof) would result in a financial return to Shareholders.

The Board therefore strongly recommends that Shareholders vote in favour of the resolutions required to approve the Fundraising so that the Fundraising and therefore the Restructuring Plan may, subject to sanction by the Court, proceed. If Shareholders do not vote in favour of the resolutions to approve the Fundraising the Board will have no option but to progress with the FSP/M&A Process with a view to completing one or more transactions.  In those circumstances, the Board believes that Shareholders are highly likely to lose all of their investment in the Company.

Irrevocable undertakings

The Board is pleased with the significant level of support received from Shareholders for the Fundraising and confirms that it has received irrevocable undertakings to vote in favour of the resolutions required to approve the Fundraising at the forthcoming General Meeting from Shareholders who hold, in aggregate, 66,261,452 Existing Ordinary Shares representing 28.8 per cent. of the issued share capital of the Company on 28 May 2024, being the latest practicable date prior to publication of this document. 

In addition the Directors confirm that they intend to vote in favour of the resolutions in respect of their beneficial holdings of an aggregate of 2,283,493 Existing Ordinary Shares, representing approximately 0.99 per cent. of the issued share capital of the Company. 

The Company and Cavendish have received irrevocable undertakings from the following Shareholders to vote in favour of the Fundraising Resolutions to be proposed at the General Meeting:

1.         Eldose Babu, holding 39,050,000 Ordinary Shares and representing approximately 16.97 per cent of the share capital of the Company in issue on 28 May 2024;

2.         Cibra Ltd, holding 7,261,054 Ordinary Shares and representing approximately 3.16 per cent of the share capital of the Company in issue on 28 May 2024;

3.         Cristian Cibrario, holding 3,279,823 Ordinary Shares and representing approximately 1.43 per cent of the share capital of the Company in issue on 28 May 2024. Cristian Cibrario has also agreed to procure that any of his close relatives who hold in aggregate 1,618,717 Ordinary Shares (representing approximately 0.70 per cent of the share capital of the Company in issue on 28 May 2024) shall vote in favour of the resolutions to be proposed at the General Meeting;

4.         Erumala Babu, holding 3,973,000 Ordinary Shares and representing approximately 1.73 per cent of the share capital of the Company in issue on 28 May 2024;

5.         Michael Goletka, holding 6,078,858 Ordinary Shares and representing approximately 2.64 per cent of the share capital of the Company in issue on 28 May 2024; and

6.         Hegarty & Sons, holding 5,000,000 Ordinary Shares and representing approximately 2.17 per cent of the share capital of the Company in issue on 28 May 2024.

Placing participation

The Company was also pleased to confirm that other Shareholders besides those entering into subscription agreements pursuant to the Subscription Agreements were supportive of the Fundraising. In particular, Eldose Babu as a significant existing shareholder, agreed to subscribe for 200,000,000 New Ordinary Shares pursuant to the Placing and Open Offer, amounting to an aggregate nominal value of £2,000,000.

Recommendation

Accordingly, the Directors consider that the Restructuring Plan in respect of the Plan Company, the Fundraising and the passing of the Fundraising Resolutions are in the best interests of the Company and its Shareholders as a whole.  The Directors therefore unanimously recommend that Shareholders vote in favour of all of the Fundraising Resolutions, as they intend to do in respect of their beneficial holdings of an aggregate of 2,283,493 Ordinary Shares, representing approximately 0.99 per cent. of the share capital of the Company in issue on 28 May 2024, being the latest practicable date prior to publication of this document.

Commenting on the Fundraising and the Fundraising Resolutions, Rob Pitcher, CEO of Revolution Bars Group plc, said:

"It is imperative that Shareholders vote in favour of the Fundraising Resolutions at the General Meeting. Doing so will preserve optionality for the company, value and ultimately jobs. The alternatives are stark and value destructive for all stakeholders."

For further information, please contact:

Revolution Bars Group plc Rob Pitcher, CEO Danielle Davies, CFO	Tel: [phone]
Cavendish Capital Markets Limited (Financial and Rule 3 Adviser, Nominated Adviser, Broker and Bookrunner) Matt Goode / Simon Hicks / Teddy Whiley / Hamish Waller (Corporate Finance) Tim Redfern (ECM) www.Cavendish.com	[phone]
Instinctif (Financial PR)  Matthew Smallwood / Justine Warren 020 7457 2010	Tel: [phone]

The person responsible for making this announcement on behalf of the Company is Rob Pitcher, CEO.

Notice related to financial adviser

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for the Company and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the subject matter of this announcement. Neither Cavendish nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability, or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with this announcement, any statement or other matter or arrangement referred to herein or otherwise.

Disclosure requirements of the Code

Under Rule 8.3(a) of the 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 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, 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 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.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at https://www.revolutionbarsgroup.om/investors/ by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Additional Information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation, or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell, or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of the Company who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of the Company who are not resident in the United Kingdom will need to inform themselves about, and observe any applicable requirements.

 

END