Response To Revised Merger Proposal

RNS Number : 1656T

Revolution Bars Group

10 October 2017

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THERE CAN BE NO CERTAINTY THAT SUCH AN OFFER WILL BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.  ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.

For immediate release

10 October 2017          

Response to revised merger proposal by The Deltic Group Limited and Ranimul 1 Limited

The Board of Revolution Bars Group plc ("Revolution" or the "Company") has carefully reviewed the announcement of a revised merger proposal (the "Deltic Revised Merger Proposal Announcement") released on 9 October 2017 by The Deltic Group Limited and Ranimul 1 Limited ("Ranimul" and, together with The Deltic Group Limited, "Deltic").

The Board maintains and reiterates that it does not believe that the revised merger proposal would create shareholder value for Revolution's existing shareholders in excess of the certain and immediate value represented by the recommended 203p cash offer from Stonegate Pub Group Limited ("Stonegate"), which is expected to result in Revolution shareholders receiving cash in early November 2017 if shareholders vote in favour of Stonegate's offer on 17 October 2017.

In addition, the Board draws the attention of Revolution shareholders to the following key points:

·     Save for the addition of a possible alternative proposal involving the Ranimul Loan, the Board notes that the revised merger proposal is the same as the original merger proposal set out by Deltic in its announcement of a merger proposal and its subsequent merger proposal clarification released on 5 October 2017.

·   The Board does not consider that the addition of this possible alternative has a material impact on its repeatedly stated concerns over both the value and deliverability of a proposed combination of Revolution and Deltic.  The Board urges Revolution shareholders to read in full its response of yesterday, which sets out its detailed concerns on both the value and deliverability of this non-binding merger proposal.

·    The Board reiterates that it encourages Deltic to make a cash offer for Revolution rather than continuing to focus on its merger proposal.

·      The Board notes that, in accordance with the statement made by the Takeover Panel on 21 September 2017, and unless the Panel Executive consents otherwise, Deltic must, by 5.00pm today, either announce a firm intention to make an offer for Revolution under Rule 2.7 of the Code or announce that it does not intend to make an offer for Revolution.  In the event that Deltic announces that it does not intend to make an offer for Revolution, Deltic and any person(s) acting in concert with it will, except with the consent of the Panel Executive, be bound by the restrictions contained in Rule 2.8 of the Code in respect of any offer or merger proposal for six months from the date of such announcement.

·    The Board has recommended the cash offer from Stonegate and notes that the shareholder meetings will take place on 17 October 2017. If shareholders approve this offer, the transaction is expected to become effective on 23 October 2017.  Revolution shareholders are, therefore, encouraged to lodge their votes in favour of Stonegate's recommended cash offer as soon as possible.  Further information in relation to the recommended cash offer is set out in the scheme document published by Revolution on 20 September 2017 and in the supplementary circular published by Revolution on 3 October 2017.

A further statement will be made as appropriate.

Enquiries:

Revolution
Keith Edelman Mark McQuater Mike Foster	[phone]
Numis (Revolution's Financial Adviser)
Stuart Ord Oliver Cardigan Mark Lander	[phone]
Instinctif (Revolution's PR Adviser):
Matthew Smallwood	[phone]

Further information

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser and broker exclusively for Revolution 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 in this announcement and will not be responsible to anyone other than Revolution for providing the protections afforded to clients of Numis, nor for providing advice in relation to any matter referred to herein. This announcement is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction.

As at the date of this announcement, Revolution has 50,000,000 ordinary shares of 0.1 pence each in issue and admitted to trading on the London Stock Exchange. Revolution currently holds no ordinary shares in treasury. Revolution's International Securities Identification Number ("ISIN") is GB00BVDPPV41.

Revolution's legal identifier number is 213800QG159LSTF5IH69.

Any capitalised terms used but not defined in this announcement have the meaning given to them in the Deltic Revised Merger Proposal Announcement.

Publication on website

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 certain restricted jurisdictions), free of charge, on Revolution's website at www.revolutionbarsgroup.com by no later than 12.00 noon on the business day following this announcement.  Neither the contents of such website nor the content of any other website accessible from hyperlinks on such website 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 purposes 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

 

 

RSPMMBRTMBTBMBR