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Revolution Bars (RBG)

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Monday 31 July, 2017

Revolution Bars

Statement re Possible Offer

RNS Number : 6392M
Revolution Bars Group
31 July 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                                                                                 

31 July 2017

 

Statement re Possible Offer

                                       

The Board of Revolution Bars Group plc ("Revolution" or the "Company") announces that it has received a conditional proposal (the "Proposal") from Stonegate Pub Company Limited ("Stonegate") to acquire the entire issued and to be issued share capital of Revolution on a recommended basis at an offer price of 200 pence per share (in cash).

 

Discussions between Revolution and Stonegate are ongoing regarding the details of the Proposal and Stonegate is undertaking its due diligence review. There can be no certainty that any offer for the Company will be made, nor as to the terms on which any offer might be made.

 

In accordance with Rule 2.6(a) of the Code, Stonegate will be required by no later than 5.00 p.m. (London time) on 28 August 2017, being 28 days after today's date (or such later time and / or date as may be agreed by the Panel on Takeovers and Mergers (the "Panel") in accordance with Rule 2.6(c) of the Code), to announce either a firm intention to make an offer for Revolution in accordance with Rule 2.7 of the Code, or that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 applies.

 

This announcement is being made by Revolution without the prior agreement or approval of Stonegate.

 

In accordance with Rule 2.9 of the Code, Revolution confirms that, as at the date of this announcement, it 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: 213800QG159LSTF5IH69.

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.revolutionbarsgroup.com by no later than 12 noon (London time) on 1 August 2017. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

 

Enquiries:

 

Revolution

Mark McQuater, Chief Executive Officer

Mike Foster, Chief Financial Officer

0161 331 3720

 

 

Numis (Financial Adviser and Corporate Broker to Revolution)

Oliver Cardigan

Stuart Ord

Mark Lander

0207 260 1000

 

 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.

 

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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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(s), 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 Disclosures 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 contact 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.

 

Ends

 


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