Results of the Firm Placing and Placing

RNS Number : 1548P

Revolution Bars Group

05 June 2020

 

THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF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.

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.

Defined terms used in this announcement have the meanings given to them in the Firm Placing and Placing and Open Offer announcement (RNS Number: 0558P) released earlier today, unless the context provides otherwise.

For immediate release

REVOLUTION BARS GROUP PLC

Results of the Firm Placing and Placing

Revolution Bars Group plc, a leading UK operator of 74 premium bars, trading under the 'Revolution' and 'Revolución de Cuba' brands, is pleased to announce the results of its Bookbuild launched earlier today.

Subject to, inter alia, the necessary resolutions being passed at the General Meeting which is currently anticipated to be held on or around 26 June 2020, in aggregate, 75,017,495 New Ordinary Shares are to be issued pursuant to the Firm Placing and the Placing and Open Offer, at an Issue Price of 20 pence per New Ordinary Share, raising gross proceeds of approximately £15.0 million (approximately £13.8 million net of expenses).

The 75,017,495 New Ordinary Shares to be issued pursuant to the Firm Placing and the Placing and Open Offer will result in the issued share capital of the Company increasing to 125,046,654 Ordinary Shares (assuming no other new Ordinary Shares are issued between now and AIM Admission). The New Ordinary Shares will represent approximately 60.0 per cent. of the Enlarged Share Capital of the Company immediately following AIM Admission.

The New Ordinary Shares will rank pari passu in all other respects with the Existing Ordinary Shares.

Firm Placing

finnCap and Peel Hunt, as agents of the Company, have conditionally placed 45,000,000 Firm Placing Shares with investors at the Issue Price. The Firm Placing Shares are not subject to clawback and are not part of the Placing and Open Offer. The Firm Placing is subject to the same conditions as the Placing and Open Offer. The Firm Placing Shares will represent approximately 36.0 per cent. of the Enlarged Share Capital of the Company immediately following AIM Admission.

Placing and Open Offer

finnCap and Peel Hunt, as agents of the Company, have conditionally placed the 30,017,495 Open Offer Shares with investors at the Issue Price. The Placing of the Open Offer Shares will be subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. Subject to the waiver or satisfaction of the conditions and the Placing Agreement not having been terminated in accordance with its terms, any Open Offer Shares not subscribed for under the Open Offer will be issued to Placees procured by finnCap and Peel Hunt. The Open Offer Shares will represent approximately 24.0 per cent. of the Enlarged Share Capital of the Company immediately following AIM Admission.

Further details of the Firm Placing and the Placing and Open Offer will be contained in the Circular currently anticipated to be sent to Shareholders on or around 9 June 2020.

Directors' Participations

The following Directors of the Company have agreed to subscribe for in aggregate of 660,000 New Ordinary Shares at the Issue Price in the Firm Placing as follows:

Director	Number of New Ordinary Shares
Keith Edelman	125,000
Rob Pitcher	250,000
Mike Foster	250,000
Will Tuffy	35,000

(together, the "Participating Directors")

The Participating Directors are each a related party of the Company for the purpose of Chapter 11 of the FCA's Listing Rules (the "Listing Rules"). The participation in the Firm Placing by Rob Pitcher and Mike Foster constitute smaller related party transactions for the purposes of Listing Rule 11.1.10R and this announcement therefore includes the details required by Listing Rule 11.1.10R(2)(c).

General Meeting and Circular

The Fundraising is conditional upon, inter alia, Shareholder approval at the General Meeting of the Company which is currently anticipated to take place at 10.00 a.m. on 26 June 2020, and the proposed cancellation of the Company's Ordinary Shares to listing on the FCA's Official List and to trading on the Main Market, and the Company's Enlarged Share Capital being admitted to trading on AIM.

A further announcement will be made in due course confirming the publication of the Circular relating to the Fundraising and the move to AIM and which will include notice of the General Meeting. Shareholders will receive Forms of Proxy for voting on the resolutions to be proposed at the General Meeting and Shareholders who hold their Existing Ordinary Shares in certificated form will also receive Application Forms in respect of their Open Offer Entitlements.

Rob Pitcher, CEO, commented:

"The Fundraising will ensure that Revolution Bars Group has a more appropriate capital structure as we emerge from this uncertain period and will allow the Group to resume its successful refurbishment programme and take advantage of potential opportunities which may arise in the near term.

We are grateful to the investors, suppliers, landlords, employees, and NatWest who are assisting us through this unprecedented time. We are now focused on reopening our bars, when safe to do so, to meet the pent-up demand from our young customer base and get back to creating fun and memorable experiences for our guests and our teams to return Revolution Bars Group to growth. "

For further information, please contact:

Revolution Bars Group plc	Tel: [phone]
Rob Pitcher, CEO   Mike Foster, CFO
finnCap, Joint Broker	Tel: [phone]
Matt Goode / Simon Hicks / Teddy Whiley (Corporate Finance)   Tim Redfern / Richard Chambers (ECM)
Peel Hunt, Joint Broker	Tel: [phone]
George Sellar / Andrew Clark (Corporate Finance)   Al Rae / Sohail Akbar (ECM)
Instinctif (Financial PR)	Tel: [phone]
Matt Smallwood   Jack Devoy

The person responsible for arranging release of this announcement on behalf of Revolution Bars Group plc is Mike Foster, Chief Financial Officer.

IMPORTANT NOTICES

This announcement includes "forward looking statements" which include all statements other than statements of historical facts, including, without limitation, those regarding the Group's financial position, business strategy, plans and objectives of management for future operations, or any statements proceeded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward looking statements. Such forward looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. These forward looking statements speak only as at the date of this announcement. Except as required by the FCA, the London Stock Exchange or applicable law (including as may be required by the Listing Rules, the Prospectus Regulation, the Prospectus Rules, MAR and the Disclosure Guidance and Transparency Rules), the Company expressly disclaims any obligation or undertaking to disseminate or release publicly any updates or revisions to any forward looking statements contained in this announcement to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

finnCap Ltd ("finnCap"), which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and will not regard any other person as a client of finnCap in relation to the matters described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of finnCap nor for advising any other person on the contents of this announcement or any transaction or arrangement referred to herein.

Peel Hunt LLP ("Peel Hunt") which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and will not regard any other person as a client of Peel Hunt in relation to the matters described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Peel Hunt nor for advising any other person on the contents of this announcement or any transaction or arrangement referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed on finnCap or Peel Hunt under FSMA or the regulatory regime established thereunder, neither of finnCap or Peel Hunt nor any of their respective affiliates accepts any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by any of them, or on behalf of them in connection with the Company or any of the matters described in this announcement and nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Subject to applicable law, each of finnCap and Peel Hunt and their respective affiliates accordingly disclaim all and any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise (save as referred to above)) which any of them might otherwise have in respect of this announcement or any statement purported to be made by them, or on their behalf, in connection with the Company, or the matters described in this announcement.

MARKET ABUSE REGULATION

Market soundings, as defined in MAR, were taken in respect of the Fundraising, with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

 

END

 

 

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