Result of Open Offer

Revolution Bars Group

01 May 2024

 

THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION OF THAT JURISDICTION. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY 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.

TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE COMPANY'S CIRCULAR DATED 15 APRIL 2024.

For immediate release

1 May 2024

Revolution Bars Group plc

(the "Company" or the "Group")

Result of Open Offer

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, is pleased to announce the results of its Open Offer.

On 10 April 2024, the Company announced its intention to raise gross proceeds of up to £12.5 million by way of a Firm Placing, Subscription, Placing and Open Offer, all at an issue price of 1 pence per New Ordinary Share. A total of 1,251,292,455 New Ordinary Shares will be issued at the Issue Price (subject to the conditions noted below), of which, 159,192,950 New Ordinary Shares will be issued pursuant to the Open Offer. This brings the gross proceeds of the Fundraising to approximately £12.5 million before expenses.

The Open Offer closed for acceptances at 11.00 a.m. on 30 April 2024. The Company has received valid acceptances from Qualifying Shareholders in respect of their Basic Entitlements in respect of 124,744,525 New Ordinary Shares, representing approximately 62.0 per cent. of the available Open Offer Shares. In addition, the Company has received applications from Qualifying Shareholders under the Excess Application Facility in respect of 34,448,425 New Ordinary Shares, representing approximately 17.1 per cent. of the available Open Offer Shares. Accordingly, Qualifying Shareholders who have validly applied for Open Offer Shares will receive their full Basic and Excess Entitlements. 42,099,505 New Ordinary Shares will be issued under the Placing in accordance with the terms set out in the Circular.

General Meeting

The Fundraising remains conditional on the approval by Shareholders of the Fundraising Resolutions at the Company's General Meeting which has been postponed and is now expected to be held at 11:00 a.m. on 20 May 2024 (or any adjournment thereof), the satisfaction of certain conditions in the Placing Agreement, including but not limited to the Restructuring Plan being sanctioned by the Court and there being (a) no outstanding application for permission to appeal the order 21 days following the order being made, or (b) in the event of any application for permission to appeal, such application has been unsuccessful, refused, withdrawn or discontinued, in each case on or before the Long Stop Date or such later date as may be provided for in the documents which govern the Fundraising and Admission of the New Ordinary Shares to trading on AIM occurring at or before 8.00 a.m. on 3 September 2024 (or such later date as the Company and Cavendish may agree, being not later than 8.00 a.m. on 30 September 2024).

The Company will announce the results of the General Meeting as soon as practicable after the meeting concludes.

Subscription Agreement

It was previously intended that Will Tuffy, a Non-Executive Director of the Company would subscribe for 360,000 New Ordinary Shares via the Open Offer. Mr Tuffy has instead entered into a subscription agreement with the Company in relation to the subscription of 360,000 New Ordinary Shares, conditional upon, inter alia, completion of the Fundraising.

Formal Sales Process

As an alternative to the potential Restructuring Plan in respect of the Plan Company, the Company launched the Formal Sale Process on 10 April 2024, to explore whether a sale of the Company will provide a more beneficial outcome for stakeholders than the Restructuring Plan. In addition, the Company is also still exploring whether a sale of one or more of the Company's subsidiaries, or the business and assets of one or more of the Company's subsidiaries, including the Plan Company, will provide a more beneficial outcome for stakeholders than the Restructuring Plan.

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 (PR Adviser)  Matthew Smallwood / Justine Warren 020 7457 2010	Tel: [phone]

Important Notices

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is acting as nominated adviser exclusively for the Company and no one else in connection with the Fundraising and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Open Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice, in relation to the Open Offer or any other matter referred to in this Announcement. Cavendish's responsibilities as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed to the London Stock Exchange plc and the Company and not to any other person.

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 whether pursuant to this announcement or otherwise.

This announcement does not contain an offer or constitute any part of an offer to the public within the meaning of Sections 85 and 102B of the Financial Services and Markets Act 2000 ("FSMA"), as amended, or otherwise. This announcement is not an "approved prospectus" within the meaning of Section 85(7) of the FSMA and a copy of it has not been, and will not be, delivered to the FCA in accordance with the Prospectus Regulation Rules or delivered to any other authority which could be a competent authority for the purpose of the Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") or the United Kingdom version of Prospectus Regulation (EU) 2017/1129 as it forms part of retained European Union law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"). Its contents have not been examined or approved by the London Stock Exchange plc, nor has it been approved by an "authorised person" for the purposes of Section 21 of the FSMA. This announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the FSMA does not apply.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

This announcement (including any information incorporated by reference in this announcement), oral statements made regarding the contents of this Announcement, and other information published by the Company contain statements about the Company that are or may be deemed to be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, may be forward looking statements.

These forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers should not rely on such forward-looking statements, which speak only as of the date of this announcement. The Company disclaims any obligation or responsibility to update publicly or review any forward-looking or other statements contained in this announcement, except as required by applicable law.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

 

END