Posting of Scheme Document

RNS Number : 2108R

Revolution Bars Group

20 September 2017

 

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 OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

20 September 2017

RECOMMENDED CASH OFFER FOR

REVOLUTION BARS GROUP PLC ("REVOLUTION")

by

STONEGATE PUB COMPANY LIMITED ("STONEGATE")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Posting of the Scheme Document

On 24 August 2017, the boards of Revolution and Stonegate announced that they had reached agreement on the terms of a recommended cash offer by Stonegate for the entire issued and to be issued ordinary share capital of Revolution (the "Offer"). It is intended that the Offer will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

The board of Revolution announces that it is today posting to Revolution Shareholders a circular in relation to the Offer (the "Scheme Document"), together with the forms of proxy for the Court Meeting and the General Meeting. The Scheme Document sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by Revolution Shareholders. Revolution will also be sending details of the proposals being made to participants in the Revolution Share Option Schemes to such participants.

Notices of the Court Meeting and General Meeting

As further detailed in the Scheme Document, to become effective, the Scheme requires, amongst other things, that the required majority of Scheme Shareholders vote in favour of the Scheme at the Court Meeting, that the required majority of Revolution Shareholders vote in favour of the Special Resolution to be proposed at the General Meeting and then the approval of the Court.

Notices of the Court Meeting and the General Meeting, each of which will be held at the offices of Macfarlanes LLP, 20 Cursitor Street, London EC4A 1LT on 17 October 2017, are set out in the Scheme Document. The Court Meeting will start at 10:00 a.m. and the General Meeting at 10:15 a.m. (or as soon as reasonably practicable thereafter as the Court Meeting shall have been concluded or adjourned). Forms of proxy for use at such meetings are enclosed with the Scheme Document.

If the Scheme is approved by the Scheme Shareholders, the Special Resolution is approved by Revolution Shareholders, the Court sanctions the Scheme, all other Conditions to the Offer are satisfied or (if capable of waiver) waived and the Scheme becomes effective in accordance with its terms, then, under the anticipated timetable, it is expected that dealings in Revolution Shares will be suspended at 7.30 a.m. on 23 October 2017, the Scheme will become effective on 23 October 2017 and the cancellation of the listing of the Scheme Shares on the premium listing segment of the Official List and the admission to trading of the Scheme Shares on the London Stock Exchange's main market for listed securities will take effect by 8:00 a.m. on 24 October 2017. Further details of the expected timetable of principal events are set out below and in the Scheme Document.

It is important that, for the Court Meeting in particular, as many votes as possible are cast, so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of Scheme Shareholders. Whether or not they intend to attend the Court Meeting and/or the General Meeting, Revolution Shareholders are strongly urged to complete, sign and return their forms of proxy (once received), or deliver their voting instructions by one of the other methods set out in the Scheme Document, as soon as possible.

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. Copies of this announcement and the Scheme Document will be available (subject to certain restrictions relating to persons in Restricted Jurisdictions) on Revolution's website at www.revolutionbarsgroup.com and on Stonegate's website at www.stonegatepubs.com up to and including the Effective Date. The contents of Revolution's and Stonegate's websites are not incorporated into, and do not form part of, this announcement. 

Timetable

The current expected timetable of principal events for the implementation of the Scheme is set out in the Scheme Document and repeated below.  All times shown are London times, unless otherwise stated. All dates and times are based on Revolution's and Stonegate's current expectations and are subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Revolution Shareholders by announcement through a Regulatory Information Service and by posting notice of these dates on Revolution's website (www.revolutionbarsgroup.com).

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	Expected time and/or date
Latest time for lodging forms of proxy for the:
Court Meeting (BLUE form)	10:00 a.m. on 15 October 2017(1)
General Meeting (YELLOW form)	10:15 a.m. on 15 October 2017(1)
Voting Record Time	6:00 p.m. on 15 October 2017(2)
Court Meeting	10:00 a.m. on 17 October 2017
General Meeting	10:15 a.m. on 17 October 2017(3)
The following dates and times are indicative only and are subject to change (4)
Last day of dealings in Revolution Shares	20 October 2017
Scheme Court Hearing	20 October 2017
Scheme Record Time	6:00 p.m. on 20 October 2017
Effective Date of the Scheme	23 October 2017(5)
Dealings in Revolution Shares suspended in London	7.30 a.m. on 23 October 2017
De-listing and cancellation of admission to trading of Revolution Shares	by 8.00 a.m. on 24 October 2017
Despatch of cheques and crediting of CREST stock accounts for consideration due under the Scheme	within 14 days after the Effective Date
Long Stop Date	10 March 2018(6)

The Court Meeting and the General Meeting will both be held at the offices of Macfarlanes LLP, 20 Cursitor Street, London EC4A 1LT on 17 October 2017.

_______________________

Notes:

(1)           If the BLUE form of proxy for the Court Meeting is not returned by the time stated above, it may be handed to the Chairman of the Court Meeting, or to a representative of Capita Asset Services on behalf of the Chairman, at the Court Meeting and will still be valid.  However, in the case of the General Meeting, if the YELLOW form of proxy is not returned by the time stated above (or, if the General Meeting is adjourned, 48 hours before the time fixed for the adjourned General Meeting), it will be invalid.  Please see "Action to be taken" on pages 1 to 3 of the Scheme Document.

(2)           If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the day which is two days prior to the date of the adjourned Meeting.

(3)           Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.

(4)           These times and dates are indicative only and will depend, among other things, on whether and when the Conditions are satisfied or (where applicable) waived and the dates upon which the Court sanctions the Scheme and the Scheme Court Order is delivered to the Registrar of Companies.  Revolution will give adequate notice of any changes by issuing an announcement through a Regulatory Information Service and on its website (www.revolutionbarsgroup.com).

(5)           This date will be the date on which the Scheme Court Order is delivered to the Registrar of Companies.

(6)           This is the latest date by which the Scheme may become effective unless Revolution and Stonegate agree, with the consent of the Panel and (if required) the Court, a later date.

Helpline

If you have any questions about the Scheme Document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete and/or return the forms of proxy, please telephone Capita Asset Services on 0371 664 0321 (from within the UK) or [phone] (from outside the UK).  Calls are charged at the standard geographic rate and will vary by provider.  Calls from outside the United Kingdom will be charged at the applicable international rate.  The helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales.  Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Enquiries:

Stonegate
Simon Longbottom Daniel Wilkinson	[phone]
Barclays (Stonegate's Financial Adviser)
Derek Shakespeare James Brodie Neal West (Corporate Broking)	[phone]
Revolution
Mark McQuater Mike Foster	[phone]
Numis (Revolution's Financial Adviser and Corporate Broker)
Stuart Ord Oliver Cardigan Mark Lander	[phone]
Instinctif (Revolution's PR Adviser):
Matthew Smallwood Instinctif (Stonegate's PR Adviser): Justine Warren	[phone] [phone]

Linklaters LLP has acted for Stonegate in connection with the Offer. Macfarlanes LLP has acted for Revolution in connection with the Offer.               

Important Notices

Barclays, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Stonegate and no one else in connection with the Offer and shall not be responsible to anyone other than Stonegate for providing the protections afforded to clients of Barclays nor for providing advice in connection with the Offer or any other matter referred to herein.

Numis, which is authorised and regulated by the Financial Conduct Authority, is acting exclusively as financial adviser and corporate broker to Revolution and no one else in connection with the Offer and shall not be responsible to anyone other than Revolution for providing the protections afforded to clients of Numis nor for providing advice in connection with the Offer or any matter referred to herein.  To the fullest extent permitted by law, neither Numis nor any of its connected persons owe any duty to the recipient in connection with the recipient's use of this announcement.

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely through the Scheme Document and the accompanying forms of proxy, which will contain the full terms and conditions of the Offer and the Scheme, including details of how to vote in respect of the Scheme. Any approval, decision or other response to the Offer and/or the Scheme should be made only on the basis of the information in the Scheme Document. Scheme Shareholders are strongly advised to read the formal documentation in relation to the Offer and the Scheme once it has been dispatched.

This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date.

Overseas shareholders

The laws of certain jurisdictions may affect the availability of the Offer to persons who are not resident in the United Kingdom and may restrict the release, publication or distribution of this announcement in such jurisdictions. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. Any person (including, without limitation, a nominee, trustee or custodian) who would, or otherwise intends to, forward this announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their Revolution Shares at the Court Meeting and/or the General Meeting, or to execute and deliver forms of proxy appointing another to vote their Revolution Shares in respect of the Court Meeting and/or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility and liability for the violation of such restrictions by any person.

The Offer will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and no person may vote in favour of the Offer by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction.  Accordingly, copies of this announcement, the Scheme Document and formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction.  Persons receiving this announcement and/or the Scheme Document (including custodians, nominees and trustees) must not distribute or send it in, into or from a Restricted Jurisdiction.

The Offer relates to shares in a UK company and is proposed to be made by means of a scheme of arrangement under English company law.  US holders of Revolution Shares should note that the Scheme relates to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act and will be governed by English law.  Accordingly, neither the proxy solicitation rules nor the tender offer rules under the US Exchange Act will apply to the Scheme.  Moreover, the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules.  Financial information included in this announcement and/or the Scheme Document has been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the standards used in preparing the financial statements of US companies.  If Stonegate exercises its right to implement the Offer by way of a Takeover Offer, such offer will be made in compliance with applicable US securities laws and regulations.

Neither the SEC nor any US state securities commission has approved or disapproved any offer, or passed comment upon the adequacy or completeness of this announcement or the Scheme Document.

Forward-looking statements

This announcement and/or the Scheme Document may include certain 'forward-looking statements', including statements about the expected timing of the Scheme, the expected effects on Revolution of the Scheme, anticipated earnings enhancements, estimated cost savings and other synergies, potential strategic options, plans for and benefits of integration, productivity improvements, estimated future growth and market position and all other statements in this announcement and/or the Scheme Document other than statements of historical fact.

Forward-looking statements include, without limitation, statements that typically contain words such as 'will', 'may', 'should', 'continues', 'aims', 'believes', 'expects', 'estimates', 'intends', 'anticipates', 'projects', 'plans' or similar expressions.  By their nature, forward-looking statements involve known or unknown risks and uncertainties because they relate to events and depend on circumstances that all occur in the future.  Actual results may differ materially from those expressed in the forward-looking statements depending on a number of factors, including, but not limited to, the enactment of legislation or regulation that may impose costs or restrict activities, the satisfaction of the conditions to the offer, future market conditions, the behaviour of other market participants, an adverse change in the economic climate, a fluctuation in the level of clients' commercial activity, appropriate consultation with employee representative bodies, a loss of key personnel and the extent to which the Revolution and Stonegate businesses are successfully integrated.  Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants.  The forward-looking statements contained in this announcement and/or the Scheme Document are made as at the date thereof.  Neither Revolution nor Stonegate assumes any obligation or intends publicly to update or revise these forward-looking statements, whether as a result of future events, new information or otherwise, except as required pursuant to applicable law.

No profit forecasts or estimates

Other than in respect of the Revolution Profit Forecast, no statement in this announcement and/or the Scheme Document is intended as a profit forecast or profit estimate for any period and no statement in this announcement and/or the Scheme Document should be interpreted to mean that earnings or earnings per share for Revolution or Stonegate, as appropriate, for the current or future financial years would necessarily match or exceed their historical published earnings or earnings per share, as appropriate.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Revolution's website at www.revolutionbarsgroup.com and on Stonegate's website at www.stonegatepubs.com by no later than 12:00 noon on the business day following this announcement. Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

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 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3:30 p.m. (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 Disclosure 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 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 consult 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.

 

END

 

 

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