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Revolution Bars (RBG)

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Monday 16 October, 2017

Revolution Bars

Proxy Voting

RNS Number : 7017T
Revolution Bars Group
16 October 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 OR REGULATIONS OF SUCH JURISDICTION

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

16 October 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

 

PROXY VOTES IN RESPECT OF COURT MEETING AND GENERAL MEETING

Revolution announces that, as at 09:42 a.m. on 16 October 2017, the following proxy votes had been cast in respect of the Court Meeting and the General Meeting convened for 17 October 2017:

Court Meeting


Number of Scheme Shareholders who voted

% of Scheme Shareholders who voted*

Number of Scheme Shares voted

% of Scheme Shares voted*

Number of Scheme Shares voted as a % of the issued share capital*

For

28

58.33

14,114,415

54.72

28.23

Against

20

41.67

11,678,165

45.28

23.36

Total

48

100.00

25,792,580

100.00

51.59


* Rounded to two decimal places.

General Meeting


Number of Revolution Shares voted

% of Revolution Shares voted**

Number of Revolution Shares voted as a % of the issued ordinary share capital**

For

14,081,789

54.66

28.16

Against

11,681,115

45.34

23.36

Discretionary

1,863

0.01

<0.01

Withheld*

412,991

N/A

0.83

Total

26,177,758

100.00

52.36

* A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' the special resolution.

** Rounded to two decimal places.

Capitalised terms in this announcement, unless otherwise defined, have the same meaning as set out in the scheme circular that was published by Revolution on 20 September 2017 and all references to times in this announcement are to London time, unless otherwise stated.

Enquiries:

Revolution


Keith Edelman

Mark McQuater

Mike Foster

 

+44 (0) 161 330 3876

 

Numis (Revolution's Financial Adviser and Corporate Broker)


Stuart Ord

Oliver Cardigan

Mark Lander

 

+44 (0) 20 7260 1000

 

Instinctif (Revolution's PR Adviser)


Matthew Smallwood

+44 (0) 7831 379122

 

Important Notices

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 is made solely through the Scheme Document (as supplemented by the supplementary circular published on 3 October 2017) and the accompanying forms of proxy, which 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 (as supplemented by the supplementary circular published on 3 October 2017).

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 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 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 (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 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. 

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.

Forward-looking statements

This announcement may include certain 'forward-looking statements'. 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 are made as at the date thereof. Revolution assumes no obligation, and does not intend, 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

No statement in this announcement is intended as a profit forecast or profit estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Revolution for the current or future financial years would necessarily match or exceed its 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 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 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 +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

48713382.4


This information is provided by RNS
The company news service from the London Stock Exchange
 
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