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Thursday 24 August, 2017

Stonegate Pub Co.

Recommended offer for Revolution Bars Group plc

RNS Number : 8438O
Stonegate Pub Company
24 August 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 CONTAINS INSIDE INFORMATION

24 August 2017

RECOMMENDED CASH OFFER

for

Revolution Bars Group plc ("Revolution")
by

Stonegate Pub Company Limited ("Stonegate")

Summary

·        The boards of Stonegate and Revolution are pleased to announce that they have reached agreement on the terms of a recommended cash offer by Stonegate for the entire issued and to be issued ordinary share capital of Revolution. It is intended that the Offer will be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

·           The Offer values the entire issued ordinary share capital of Revolution at approximately £101.5 million.

·       Under the terms of the Offer, Revolution Shareholders shall be entitled to receive 203 pence in cash for each Revolution Share held, representing a premium of approximately 62.40 per cent. to the Closing Price per Revolution Share of 125 pence on 28 July 2017 (being the last Business Day prior to the commencement of the Offer Period).

·        If any dividend or other distribution is authorised, declared, made or paid in respect of Revolution Shares on or after the date of this Announcement and prior to the Effective Date, the Offer Price shall be reduced by the amount of any such dividend or other distribution.

·     Stonegate is the fourth largest managed pub company in the United Kingdom in terms of number of operating sites, trading from 689 sites as of 9 April 2017. Stonegate began trading in November 2010 following the acquisition of 333 pubs from Mitchells & Butlers and has since grown in size and scale through a series of strategic acquisitions. Today Stonegate has a highly diversified offering within the UK Pub sector, with a multi-format strategy serving a wide range of customer demographics and customer trends.

·        The Revolution Group's bars focus on the premium segment of the drinks market with its sites operating from late morning until the evening to maximise their trading potential. The Revolution Group's target customer base is the UK's young, urban population, in particular students and young professionals, who value the premium drinking proposition offered by both of the Group's brands.

·         The Revolution Group's Revolution bars have been trading since 1996. All 54 Revolution bars are located in towns or cities and focus on a premium offering centred on cocktails. The Group's second brand, Revolución de Cuba, was established in June 2011 and has delivered strong returns on investment since inception. The 14 Revolución de Cuba bars, which are inspired by Latin American themes, focus on a high-end offering to customers, including a rum-led cocktail range, a Latin American food menu and live entertainment.

·         Revolution is a public limited company registered in the UK and has been listed on the Main Market of the London Stock Exchange since 2015.

·      The Revolution Directors, who have been so advised by Numis as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing advice to Revolution Directors, Numis has taken into account the commercial assessments of the Revolution Directors. Numis is providing independent financial advice for the purposes of Rule 3 of the Takeover Code to Revolution.

·        In addition, the Revolution Directors consider the terms of the Offer to be in the best interests of Revolution Shareholders as a whole. Accordingly, the Revolution Directors intend to recommend unanimously that Revolution Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as the Revolution Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 998,523 Revolution Shares representing, in aggregate, approximately 2.00 per cent. of the ordinary share capital of Revolution in issue on 23 August 2017 (being the latest practicable date prior to this Announcement).

·         Stonegate has received support for the Offer from Revolution Shareholders holding a total of 10,470,644 Revolution Shares representing, in aggregate, approximately 20.94 per cent. of Revolution's ordinary share capital in issue on 23 August 2017 (being the latest practicable date prior to this Announcement).

·           This support comprises:

·             an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from Castlefield Fund Partners Ltd in respect of a total of 2,085,000 Revolution Shares representing, in aggregate, approximately 4.17 per cent. of Revolution's issued ordinary share capital;

·             a letter of intent from Artemis Investment Management LLP to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of 7,387,121 Revolution Shares, representing, in aggregate approximately 14.77 per cent. of Revolution's issued ordinary share capital; and

·             the irrevocable undertakings provided by the Revolution Directors described above.

·       Further details of these irrevocable undertakings and letter of intent are set out in Appendix III to this Announcement.

·        The Offer shall be put to Revolution Shareholders at the Court Meeting and at the General Meeting (which is expected to immediately follow the Court Meeting). In order to become effective, the Scheme must be approved by a majority in number of the Revolution Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Revolution Shares voted. In addition, resolutions required to implement the Scheme must be passed by the relevant requisite majority of Revolution Shareholders at the General Meeting. The Scheme must also be sanctioned by the Court.

·        The Scheme Document, containing further information about the Offer and notices of the Court Meeting and the General Meeting, together with Forms of Proxy, shall be published as soon as practicable and, in any event, within 28 days of this Announcement. (or on such later date as may be agreed by Stonegate and Revolution with the consent of the Panel). An expected timetable of principal events will be included in the Scheme Document.

Commenting on the Offer, Keith Edelman, non-executive chairman of Revolution, said:

"We believe that the offer from Stonegate represents an attractive and certain value in cash today for Revolution Shareholders, reflecting the high quality of the business, its people, market position and future prospects. The Stonegate proposal provides considerable opportunities for our people and for the business as a whole. Stonegate is an experienced operator in this sector that understands Revolution's ethos with its unique premium bar offering."

Commenting on the Offer, Ian Payne, Chairman of Stonegate, said:

"We are delighted to announce this agreement with Revolution, which is a business we know well and whose leading position in the premium segment of the drinking out market is a highly complementary addition to our existing offering. Our strong reputation and position in the market firmly establishes Stonegate as the natural home for Revolution's brands, and will allow us to enhance further the breadth of offer and occasions we cater for.

This acquisition is entirely consistent with our stated strategy to capitalise on the town and city centre drink-led opportunity. Stonegate has a successful track record of investing in and growing the businesses which it has acquired.  Revolution is a high-quality business with good people and an attractive consumer proposition. We look forward to working together with our new colleagues joining the enlarged Stonegate group to continue to provide a great experience for customers."

This summary should be read in conjunction with the full text of this Announcement. The Offer shall be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions which shall be set out in the Scheme Document. Appendix II to this Announcement contains the sources of information and bases of calculations of certain information contained in this Announcement, Appendix III contains a summary of the irrevocable undertakings and letter of intent received in relation to this Offer, Appendix IV contains details relating to the Revolution Profit Forecast and Appendix V contains definitions of certain expressions used in this summary and in this Announcement.

Enquiries:

Stonegate

 

Simon Longbottom

Daniel Wilkinson

+44 (0) 1582 957 009

Mark Todd

James Brodie

Neal West (Corporate Broking)

+44 (0) 20 7623 2323

 

Revolution

 

Mark McQuater

Mike Foster

 

+44 (0) 161 330 3876

 

 

 

+44 (0) 20 7457 2020

Linklaters LLP has acted for Stonegate in connection with the Offer. Macfarlanes LLP has acted for Revolution in connection with the Offer.         

Important Notices

Barclays, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Stonegate and no one else in connection with the Offer and shall not be responsible to anyone other than Stonegate for providing the protections afforded to clients of Barclays nor for providing advice in connection with the Offer or any other matter referred to herein.

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 does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer shall be made solely by means of the Scheme Document or any document by which the Offer is made which shall contain the full terms and Conditions of the Offer, including details of how to vote in respect of the Offer.

This Announcement has been prepared for the purpose of complying with English law and the Takeover 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.

Revolution shall prepare the Scheme Document to be distributed to Revolution Shareholders. Revolution and Stonegate urge Revolution Shareholders to read the Scheme Document when it becomes available because it shall contain important information relating to the Offer.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

The Offer relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. However, if Stonegate were to elect to implement the Offer by means of a takeover offer, such takeover offer shall be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by Stonegate and no one else. In addition to any such takeover offer, Stonegate, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Revolution outside such takeover offer during the period in which such takeover offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside the United States and would comply with applicable law, including the US Exchange Act.

Unless otherwise determined by Stonegate or required by the Takeover Code, and permitted by applicable law and regulation, the Offer shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer to Revolution Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The Offer shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the UKLA.

Forward Looking Statements

This Announcement contains statements about Stonegate and Revolution that are or may be forward looking statements. All statements other than statements of historical facts included in this Announcement may 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, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Stonegate's or Revolution's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Stonegate's or Revolution's business.

Such forward looking statements involve 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 are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Stonegate disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

No profit forecasts or profit estimates

The Profit Forecast is a profit forecast for the purposes of Rule 28 of the City Code. As required by Rule 28.1 of the City Takeover Code, the assumptions on which the Profit Forecast is stated are set out in Appendix IV to this Announcement.

Other than the Profit Forecast, no statement in this Announcement (including any statement of estimated synergies) 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 ordinary share for Revolution for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Revolution, as appropriate.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 Takeover Code, any person who is, or becomes, interested in 1 per cent. 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 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 http://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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

In accordance with the Takeover Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Revolution securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Takeover Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by Revolution Shareholders, persons with information rights and other relevant persons for the receipt of communications from Revolution may be provided to Stonegate during the Offer Period as requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and Availability of Hard Copies

A copy of this Announcement shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Stonegate's and Revolution's websites at http://www.stonegatepubs.com/ and http//:www.revolutionbarsgroup.com/ respectively by no later than 12 noon (London time) on 25 August 2017. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this Announcement.

Any person who is required to be sent a copy of this Announcement under the Takeover Code may request a hard copy of this Announcement by contacting Daniel Wilkinson at 500 Capability Green, Luton, Bedfordshire, LU1 3LS or on 01582 957009. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form. A hard copy of this Announcement will not be sent to you unless requested.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Time

All times shown in this Announcement are London times, unless otherwise stated.

 

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 CONTAINS INSIDE INFORMATION

24 August 2017

RECOMMENDED CASH OFFER

for

Revolution Bars Group plc ("Revolution")
by

Stonegate Pub Company Limited ("Stonegate")

1         Introduction

The boards of Stonegate and Revolution are pleased to announce that they have reached agreement on the terms of a recommended cash offer by Stonegate for the entire issued and to be issued ordinary share capital of Revolution (the "Offer"). It is intended that the Offer will be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

2         Summary of the Offer

Under the terms of the Offer, which shall be subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document, Revolution Shareholders shall be entitled to receive:

for each Revolution Share                                       203 pence in cash

The Offer values the entire issued ordinary share capital of Revolution at approximately £101.5 million and represents a premium of approximately 62.40 per cent. to the Closing Price per Revolution Share of 125 pence on 28 July 2017 (being the last Business Day prior to the commencement of the Offer Period).

If any dividend or other distribution is authorised, declared, made or paid in respect of Revolution Shares on or after the date of this Announcement and prior to the Effective Date, the Offer Price shall be reduced by the amount of any such dividend or other distribution.

The Scheme Document, containing further information about the Offer and notices of the Court Meeting and the General Meeting, together with Forms of Proxy, shall be published as soon as practicable and, in any event, within 28 days of this Announcement (or on such later date as may be agreed by Stonegate and Revolution with the consent of the Panel). Further details regarding the Court Meeting and the General Meeting to be held will be included in the Scheme Document.

3         Background to and reasons for the Offer

Since inception, Stonegate has grown organically and through a series of successful acquisitions including Town & City Pub Company in 2011, Living Room and Bramwell in 2013, Maclays and TCG in 2015 and most recently Intertain in 2016. Stonegate has developed a strong track record of integrating synergistic acquisitions quickly and efficiently. The consolidation of the drink-led sector remains a core element of Stonegate's growth strategy.

The Board of Stonegate believes that Revolution has positioned itself in an attractive segment of what remains a competitive market and has proactively sought to benefit from shifting UK consumer trends such as premiumisation. In particular, the Board of Stonegate believes that Revolution's premium drink-led offering would be highly complementary to Stonegate's multi-format strategy, allowing Stonegate to further enhance the breadth of offer and occasions Stonegate caters for. Furthermore, Revolution's attractive return on investment is consistent with Stonegate's own targets.

The Board of Stonegate believes that the acquisition of Revolution will further enhance the value of both businesses by accelerating Revolution's roll out strategy.

4         Recommendation

The Revolution Directors, who have been so advised by Numis as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing advice to the Revolution Directors, Numis has taken into account the commercial assessments of the Revolution Directors. Numis is providing independent financial advice for the purposes of Rule 3 of the Takeover Code to Revolution.

In addition, the Revolution Directors consider the terms of the Offer to be in the best interests of Revolution Shareholders as a whole. Accordingly, the Revolution Directors intend to recommend unanimously that Revolution Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as the Revolution Directors have irrevocably undertaken to do in respect of their own beneficial holdings of 998,523 Revolution Shares representing, in aggregate, approximately 2.00 per cent. of the ordinary share capital of Revolution in issue on 23 August 2017 (being the latest practicable date prior to this Announcement).

5         Irrevocable undertakings and letters of intent

Stonegate has received support for the Offer from Revolution Shareholders in respect of a total of 10,470,644 Revolution Shares representing, in aggregate, approximately 20.94 per cent. of Revolution's ordinary share capital in issue on 23 August 2017 (being the latest practicable date prior to this Announcement).

This support comprises:

·         irrevocable undertakings from each of the Revolution Directors to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of a total of 998,523 Revolution Shares, representing approximately 2.00 per cent. of the existing issued ordinary share capital of Revolution in issue on 23 August 2017 (being the latest practicable date prior to this Announcement);

·       an irrevocable undertaking to accept the Offer from Castlefield Fund Partners Ltd in respect of a total of 2,085,000 Revolution Shares representing, in aggregate, approximately 4.17 per cent. of Revolution's issued ordinary share capital; and

·       a letter of intent from Artemis Investment Management LLP to accept the Offer in respect of 7,387,121 Revolution Shares, representing, in aggregate approximately 14.77 per cent. of Revolution's issued ordinary share capital.

Further details of these irrevocable undertakings and letter of intent (including the circumstances in which they shall fall away) are set out in Appendix III to this Announcement. The irrevocable undertakings given by Revolution Shareholders prevent such Revolution Shareholders from selling all or any part of their Revolution Shares.

6         Background to and reasons for the recommendation

Revolution is a leading operator of premium bars, with a strong national presence across the UK. The Revolution Group trades from its portfolio of 68 sites located predominantly in town or city high streets, which it operates under the Revolution and Revolución de Cuba brands.

Revolution's Shares were admitted to trading on the Main Market of the London Stock Exchange in March 2015 at a share price of 200 pence per Share. Since flotation, the Revolution Group's estate has grown from 58 bars to 68 bars and revenue has grown from £108.7m in the financial year ended 30 June 2014 to £130.4m in the financial year ended 30 June 2017. Underlying sales have been consistently strong, with the Revolution Group delivering like-for-like sales growth in each reporting period since listing.

The bar and pub industry, as well as the wider leisure and hospitality sector, have been subject to well-publicised cost headwinds over recent months. These cost pressures negatively impacted the Revolution Group in the second half of the financial year ended 1 July 2017, as set out in the Revolution Group's trading update published on 19 May 2017. The Revolution Group's cost base has grown by more than expected as a result of increases in wage costs (triggered by the National Living Wage), the introduction of the apprenticeship levy and above inflation rises in business rates. This increase in costs, combined with a number of the Group's new sites taking longer to reach maturity, had a material impact on profitability for the financial year ended 1 July 2017. 

While the Revolution Directors remain confident regarding the underlying strength of the business and its customer proposition, the Revolution Directors have considered the terms of the Offer in the context of the sector headwinds described above and the deterioration in the Company's share price which followed the trading update of 19 May 2017. The Revolution Directors believe that the Offer provides Revolution Shareholders with an attractive, near term and certain cash value for their investment at a significant premium to the prevailing share price prior to the announcement by Revolution of a possible offer from Stonegate on 31 July 2017 (the "Possible Offer Announcement"). Prior to the Possible Offer Announcement, the Directors believe that the trading in Revolution's shares in the two months following the 19 May 2017 profit warning had not indicated that Revolution's share price was likely to return to the 200 pence level in the near term. The Revolution Directors believe the Offer recognises the potential medium term standalone value of Revolution, taking into account current market conditions. The Offer is the only cash offer to acquire Revolution that has been received to date.

The opportunity for Revolution Shareholders to realise their investment in cash under the Acquisition is in significant contrast to the possible proposal announced by Deltic Group plc ("Deltic") on 15 August 2017, over which the Revolution Directors have significant concerns regarding both value and deliverability. The possible proposal made to Revolution by Deltic envisaged the acquisition of Deltic by Revolution using Revolution's shares as consideration, which would likely be classified as a Class 1 transaction under the Listing Rules, and for the enlarged group to remain listed on the Main Market of the London Stock Exchange. The possible proposal received from Deltic included no details regarding the relative valuations at which a merger would be effected. Deltic has not made an offer to acquire the Company and has provided no detail as to how any such offer would be financed. Nevertheless, as a potential offeror, Deltic has been provided with access to due diligence materials by the Company.

Following careful consideration of the above factors, the Revolution Directors intend unanimously to recommend that Revolution Shareholders vote in favour of the Scheme, as they have each irrevocably undertaken to do in respect of their entire respective beneficial holdings of Revolution Shares, representing, in aggregate, approximately 2.00 per cent. of the ordinary share capital of Revolution in issue on 23 August 2017 (being the latest practicable date prior to this Announcement).

7         Information on Stonegate

Stonegate is the fourth largest managed pub company in the United Kingdom in terms of number of operating sites, trading from 689 sites as of 9 April 2017. Stonegate began trading in November 2010 following the acquisition of 333 pubs from Mitchells & Butlers, and has since grown in size and scale through a series of strategic acquisitions, including the acquisitions of Town & City in 2011, which operated 226 pubs, 12 pubs from Living Room in 2013, 78 pubs from Bramwell in 2013, 15 pubs from Maclay in 2015, 53 pubs from TCG in 2015, 12 pubs from JDW in 2016, 30 pubs from Intertain in 2016 and 3 pubs from Faucet Inn in 2017. In the 52 weeks ended 9 April 2017, Stonegate generated revenue of £665.7 million and adjusted EBITDA of £97.7 million.

Stonegate's pubs and bars operate across a breadth of consumer occasions and demographics. The group has high street formats including Slug and Lettuce, Yates, Walkabout and Common Room, alongside traditional pub formats including Proper Pubs, Town Pub and Kitchen and Classic Inns.

By operating its business through a multi-format strategy, Stonegate has positioned itself across a wide range of customer demographics and various emerging consumer trends.

Stonegate operates in geographically attractive locations with high exposure to the high street and in urban and suburban locations across the United Kingdom. Stonegate continues to invest in its estate, and for the 156 week period ended 9 April 2017, its average annual return on investment was 40.40 per cent.

Headquartered in Luton, with more than 13,100 employees nationwide as of 9 April 2017, Stonegate benefits from significant scale and experience in its market. Being a fully managed pub operator, Stonegate has complete control over its sales formats and product offerings, with all pubs benefiting from shared administrative, marketing supply and logistics functions, thereby reducing overheads and driving purchasing power.

Further information about Stonegate will be included in the Scheme Document.

8         Information on Revolution

Revolution is a leading operator of premium bars, with a strong national presence across the United Kingdom. Revolution trades from its portfolio of 68 bars located predominantly in town or city high streets across the UK, which it operates under the Revolution and Revolución de Cuba brands. The Group delivered a strong financial performance in the 2016 Annual Period, with reported revenue of £119.5 million and adjusted EBITDA of £15.6 million.

Revolution's Revolution bars are a destination of choice for customers who value their focus on premium drinks including an extensive range of cocktails. Each Revolution bar has its own character, individual design and layout, with bar interiors being tailored on a site-by-site basis to utilise the space available and best attributes of the premises. Revolution's Revolución de Cuba bars, inspired by Latin American and Cuban themes, focus on a premium branded drinks range, including an extensive rum-led cocktail range, Spanish and Mexican beers, a Spanish and Latin American tapas inspired food menu and live entertainment at peak times.

Revolution's target customer base for Revolution Bars is the UK's young, urban population, in particular students and young professionals who enjoy Revolution's premium drinks proposition. The target customer for Revolución de Cuba is slightly older with the relaxed Latin American theme giving the brand a broader appeal across a wider range of ages. The increasing consumer trends towards premium offerings in the drinking out market underpin Revolution's approach to providing a high quality offering in its bars.

Revolution is a public limited company registered in England and Wales. The Revolution Shares are listed on the Premium Listing Segment of the Official List of the London Stock Exchange.

Further information about Revolution will be included in the Scheme Document.

9         Revolution Trading Update

On 25 July 2017, Revolution published a pre-close trading statement which set out that in the 52 weeks to 1 July 2017, Revolution's total sales increased by 9.2% to £130.4m (2016: £119.5m). Like-for-like sales rose by 1.5%, down from the 1.7% reported on 19 May 2017. The terrorist attacks in Manchester on 22 May and in London on 3 June impacted business during the days that followed, particularly in the North West, where the Group has a significant number of venues: five in central Manchester and five in Liverpool.  The business continues to deliver high returns on invested capital and the Revolution Group plans to open six new bars in the financial period ending 30 June 2018, including Belfast, which has just opened, split equally between the Revolution and Revolución de Cuba brands. Trading continues to be in line with the Revolution Board's expectations.

10       Revolution Profit Forecast

The following profit forecast relating to the 52 weeks ended 1 July 2017 was made in Revolution's trading update announcement of 19 May 2017:

"The Company believes that the adjusted EBITDA (pre-opening costs) out-turn for the year is expected to be broadly at the same level as last year."

The Profit Forecast was published before Revolution was approached by Stonegate and therefore the requirements of Rule 28.1(c) of the City Code apply in relation to the Profit Forecast. The Revolution Directors confirm that the Profit Forecast remains valid and confirm that the Profit Forecast has been properly compiled on the basis of the assumptions stated in Appendix IV to this announcement and that the basis of accounting used is consistent with Revolution's accounting policies. Adjusted EBITDA (pre-opening) costs for the 53 weeks ended 2 July 2016 was £15.6 million. Adjusted EBITDA excludes exceptional items and non-recurring pre-opening costs.

11        Management, employees and locations

In order to achieve some of the expected benefits of the combination of Stonegate and Revolution, it will be necessary to perform a detailed review of how best to integrate Revolution into the Stonegate group. Stonegate believes that there may be potential to generate cost savings in the Revolution group in certain areas (which may include head office), however, at this stage Stonegate has not yet fully developed proposals as to how such integration would be implemented and will only do so following the Effective Date.

Following the completion of the Offer, the existing employment rights, including pension rights, of the management and employees of Revolution shall be fully safeguarded. Stonegate's current plans for Revolution do not involve any material change in the conditions of employment of Revolution's employees, but may involve changes to the administration of payments, including holiday pay calculations, to align with Stonegate's own high standards of employment practice. Save as described above, Stonegate has no plans to change Revolution's places of business.

12       Arrangements with Revolution management

No proposals have yet been made on the terms of any incentivisation arrangements to be provided by Stonegate for relevant Revolution employees or management and no discussions have taken place regarding the terms of such arrangements.

Revolution has agreed to pay Mike Foster, the Company's Chief Financial Officer, a cash bonus of £100,000 in respect of additional work carried out by him, including in connection with the Offer. The payment of the bonus is conditional upon the Scheme becoming effective before the Long Stop Date and is subject to continued employment and Mike Foster not having given notice to terminate his employment before the bonus is paid.

13       Revolution's Share Option Schemes

Participants in Revolution's Share Option Schemes shall be contacted regarding the effect of the Offer on their rights under the Revolution's Share Option Schemes and appropriate proposals shall be made to such participants in due course. Further details of the terms of such proposals shall be included in the Scheme Document.

14       Financing

Stonegate is providing the cash consideration payable under the Offer from a new senior secured bridge facility that has been arranged by Barclays (the "Facility Agreement"). Further details of the Facility Agreement will be included in the Scheme Document.

Barclays is satisfied that resources available to Stonegate are sufficient to satisfy in full the cash consideration payable to Revolution Shareholders under the terms of the Offer.

Under the Facility Agreement, Stonegate has agreed (i) not to waive or amend any condition relating to the Offer where such waiver or amendment would be reasonably expected to be materially adverse to the interests of the Lenders (as defined in the Facility Agreement) except: (A) to the extent required by the Takeover Code, the Panel or the Court; (B) in relation to increasing the price to be paid for the Revolution Shares, but only to the extent such increase is directly or indirectly funded or to be funded with proceeds from sources other than the Facility Agreement; (C) in relation to any election made to undertake the Offer by way of a takeover offer rather than pursuant to the Scheme (or vice versa); and/or (D) in relation to extending the period in which holders of the Revolution Shares may accept the terms of the Offer (including (1) in relation to an extension to any date for any meeting or court hearing and/or (2) by reason of the adjournment of any meeting or court hearing, in each case, in connection with the Scheme or, as the case may be, the Offer); and (ii) that, if the Offer is implemented by means of a takeover offer, not to reduce the acceptance threshold below 75 per cent. of the Revolution Shares in issue without the prior written consent of all Lenders (as defined in the Facility Agreement).

15       Offer-related Arrangements

Confidentiality Agreement

Stonegate and Revolution entered into a confidentiality and standstill agreement on 23 June 2017 (the "Confidentiality Agreement") pursuant to which each of Stonegate and Revolution has undertaken, amongst other things: (i) to keep confidential information relating to the other party and the Offer and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation; and (ii) to use the confidential information only for the purposes of considering, facilitating, negotiating or furthering the Offer (or advising or seeking advice in relation to the Offer). These confidentiality obligations shall remain in force for a period of 12 months from the date of the Confidentiality Agreement.

This agreement also contains undertakings from both Stonegate and Revolution that for a period of 12 months neither Stonegate nor Revolution shall approach any of the other's officers, partners, employees, consultants or advisers (other than those identified as already being aware of the Offer) nor shall employ or otherwise engage certain of the other's employees or officers.

Stonegate has also agreed to customary standstill arrangements pursuant to which Stonegate has agreed that, without the prior written consent of Revolution, Stonegate will not acquire or enter into any agreement to acquire Revolution Shares or options in Revolution shares. These restrictions fall away immediately following the making of this Announcement.

Share Options Letter

Stonegate and Revolution entered into a letter agreement on 23 August 2017 (the "Share Options Letter") in which Revolution has confirmed the treatment that will apply to Revolution's Share Option Schemes.

16       Structure of the Offer

It is intended that the Offer shall be effected by means of a Court-approved scheme of arrangement between Revolution and Revolution Shareholders under Part 26 of the Companies Act.

The purpose of the Scheme is to provide for Stonegate to become the holder of the entire issued and to be issued ordinary share capital of Revolution. This is to be achieved by the transfer of the Revolution Shares to Stonegate in consideration for which the Revolution Shareholders shall receive cash consideration on the basis set out in paragraph 2 of this Announcement.

To become effective, the Scheme must be approved by a majority in number of the Revolution Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Revolution Shares voted. The Scheme also requires the passing at the General Meeting of the Special Resolution necessary to implement the Scheme, which requires the approval of Revolution Shareholders representing at least 75 per cent. of the votes cast at the General Meeting (either in person or by proxy). The General Meeting is expected to be held immediately after the Court Meeting.

The Scheme is also subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document.

Once the necessary approvals from Revolution Shareholders have been obtained at the Court Meeting and the General Meeting and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned by the Court. The Scheme shall then become effective upon delivery of the Court Order to the Registrar of Companies.

The Offer shall lapse if:

·             the Court Meeting and the General Meeting are not held by the 22nd day after the expected date of such meetings as set out in the Scheme Document (or such later date as may be agreed between Stonegate and Revolution);

·             the Court hearing to approve the Scheme is not held by the 22nd day after the expected date of such hearing as set out in the Scheme Document (or such later date as may be agreed between Stonegate and Revolution); or

·             the Scheme does not become effective by the Long Stop Date,

provided however that the deadlines for the timing of the Court Meeting, the General Meeting and the Court hearing to approve the Scheme as set out above may be waived by Stonegate with, if required, the consent of the Court, and the deadline for the Scheme to become effective may be extended by agreement between Revolution and Stonegate.

Upon the Scheme becoming effective, it shall be binding on all Revolution Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour).

Further details of the Scheme, including an indicative timetable for its implementation, notices of the Court Meeting and the General Meeting and the action to be taken by Revolution Shareholders, shall be set out in the Scheme Document.

It is expected that the Scheme Document and the Forms of Proxy accompanying the Scheme Document will be published as soon as practicable and, in any event, (save with the consent of the Panel) within 28 days of this Announcement. The Scheme Document and Forms of Proxy will be made available to all Revolution Shareholders at no charge to them.

17       Conditions to the Offer

The Offer shall be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document.

The Offer is conditional upon the Scheme becoming unconditional and effective, subject to the Takeover Code. The Scheme will be subject to the following conditions:

(i)         its approval by a majority in number of the Revolution Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting (or any adjournment thereof) and who represent 75 per cent. or more in value of the Revolution Shares held by those Revolution Shareholders;

(ii)        the resolutions required to implement the Scheme as set out in the notice of General Meeting (including, without limitation, the Special Resolution) being duly passed by the requisite majority of Revolution Shareholders at the General Meeting (or any adjournment thereof); and

(iii)       the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Revolution and Stonegate) and the delivery of an office copy of the Court Order to the Registrar of Companies and the registration of the Court Order with the Registrar of Companies.

18       De-listing and re-registration

Prior to the Scheme becoming effective, Revolution shall make an application for the cancellation of the listing of Revolution Shares on the Official List and for the cancellation of trading of the Revolution Shares on the London Stock Exchange's market for listed securities in each case to take effect from or shortly after the Effective Date. The last day of dealings in Revolution Shares on the Main Market of the London Stock Exchange is expected to be the Business Day immediately prior to the Effective Date and no transfers shall be registered after 6.00p.m. on that date.

On the Effective Date, share certificates in respect of Revolution Shares shall cease to be valid and entitlements to Revolution Shares held within the CREST system shall be cancelled.

It is also proposed that, following the Effective Date and after its shares are delisted, Revolution shall be re-registered as a private limited company. It is proposed, as part of the application to Court in connection with the Scheme, to seek an order of the Court pursuant to Section 651 of the Companies Act to re-register Revolution as a private limited company.

19       Dividend

If any dividend or other distribution is authorised, declared, made or paid in respect of Revolution Shares on or after the date of this Announcement and prior to the Effective Date, the Offer Price shall be reduced by the amount of any such dividend or other distribution.

20       Disclosure of Interests in Revolution

Save in respect of the irrevocable undertakings referred to in paragraph 5 above, as at the close of business on 23 August 2017 (being the last practicable date prior to the date of this Announcement) neither Stonegate, nor any of its directors, nor, so far as Stonegate is aware, any person acting in concert (within the meaning of the Takeover Code) with it has: (i) any interest in or right to subscribe for any relevant securities of Revolution; nor (ii) any short positions in respect of relevant Revolution Shares (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; nor (iii) borrowed or lent any relevant Revolution Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code), save for any borrowed shares which had been either on-lent or sold.

'Interests in securities' for these purposes arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

21       Overseas Shareholders

The availability of the Offer and the distribution of this Announcement to Revolution Shareholders who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Revolution Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This Announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. Revolution Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy once these have been dispatched.

22       General

Stonegate reserves the right to elect (subject to the consent of the Panel) to implement the acquisition of the Revolution Shares by way of a takeover offer as an alternative to the Scheme. In such event, the acquisition shall be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments, including an acceptance condition set at 90 per cent. of the shares to which such offer relates or such lesser percentage, being more than 50 per cent., as Stonegate may decide).

The Offer shall be made subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document. The bases and sources of certain financial information contained in this Announcement are set out in Appendix II to this Announcement. A summary of the irrevocable undertakings and letter of intent given in relation to the Offer is contained in Appendix III to this Announcement. Appendix IV to this Announcement contains details relating to the Revolution Profit Forecast. Certain terms used in this Announcement are defined in Appendix V to this Announcement.

The Offer will be governed by English law and will be subject to the jurisdiction of the courts of England and Wales. The Offer will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the UK Listing Authority.

Barclays and Numis have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.

23       Documents available on website

Copies of the following documents shall be made available on Stonegate's and Revolution's websites at http://www.stonegatepubs.com/ and http://www.revolutionbarsgroup.com/ respectively until the end of the Offer:

·             this Announcement;

·           the irrevocable undertakings and letter of intent referred to in paragraph 5 above and summarised in Appendix III to this Announcement;

·             documents relating to the financing of the Scheme referred to in paragraph 14 above;  

·             the Confidentiality Agreement; and

·             the Share Options Letter.

Enquiries:

Stonegate

 

Simon Longbottom

Daniel Wilkinson

+44 (0) 1582 957 009

 

Barclays (Stonegate's Financial Adviser)

 

 

Mark Todd

James Brodie

Neal West (Corporate Broking)

+44 (0) 20 7623 2323

+44 (0) 161 330 3876

 

+44 (0) 20 7457 2020

Linklaters LLP has acted for Stonegate in connection with the Offer. Macfarlanes LLP has acted for Revolution in connection with the Offer.

Important Notices

Barclays, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Stonegate and no one else in connection with the Offer and shall not be responsible to anyone other than Stonegate for providing the protections afforded to clients of Barclays nor for providing advice in connection with the Offer or any other matter referred to herein.

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 does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer shall be made solely by means of the Scheme Document or any document by which the Offer is made which shall contain the full terms and Conditions of the Offer, including details of how to vote in respect of the acquisition.

This Announcement has been prepared for the purpose of complying with English law and the Takeover 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.

Revolution shall prepare the Scheme Document to be distributed to Revolution Shareholders. Revolution and Stonegate urge Revolution Shareholders to read the Scheme Document when it becomes available because it shall contain important information relating to the Offer.

Overseas Shareholders

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

The Offer relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if Stonegate were to elect to implement the Offer by means of a takeover offer, such takeover offer shall be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by Stonegate and no one else. In addition to any such takeover offer, Stonegate, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Revolution outside such takeover offer during the period in which such takeover offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside the United States and would comply with applicable law, including the US Exchange Act.

Unless otherwise determined by Stonegate or required by the Takeover Code, and permitted by applicable law and regulation, the Offer shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer to Revolution Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The Offer shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the UKLA.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Forward looking statements

This Announcement contains statements about Stonegate and Revolution that are or may be forward looking statements. All statements other than statements of historical facts included in this Announcement may 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, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Stonegate's or Revolution's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Stonegate's or Revolution's business.

Such forward looking statements involve 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 are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Stonegate disclaims any obligation to update any forward looking or other statements contained herein, except as required by applicable law.

No profit forecasts or estimates

The Profit Forecast is a profit forecast for the purposes of Rule 28 of the City Code. As required by Rule 28.1 of the City Takeover Code, the assumptions on which the Profit Forecast is stated are set out in Appendix IV to this Announcement.

Other than the Profit Forecast, no statement in this Announcement (including any statement of estimated synergies) 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 ordinary share for Revolution for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Revolution, as appropriate.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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 Takeover Code, any person who is, or becomes, interested in 1 per cent. 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 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 http://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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

In accordance with the Takeover Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Revolution securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Takeover Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Publication on Website and Availability of Hard Copies

A copy of this Announcement shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Stonegate's and Revolution's websites at http://www.stonegatepubs.com/ and http//:www.revolutionbarsgroup.com/ respectively by no later than 12 noon (London time) on 25 August 2017. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this Announcement.

Any person who is required to be sent a copy of this Announcement under the Takeover Code may request a hard copy of this Announcement by contacting Daniel Wilkinson at 500 Capability Green, Luton, Bedfordshire, LU1 3LS or on 01582 957009. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form. A hard copy of this Announcement will not be sent to you unless requested.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by Revolution Shareholders, persons with information rights and other relevant persons for the receipt of communications from Revolution may be provided to Stonegate during the Offer Period as requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Time

All times shown in this Announcement are London times, unless otherwise stated.

APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER

Part A: Conditions of the Scheme and the Offer

The Offer shall be conditional upon the Scheme becoming unconditional and effective, subject to the Takeover Code, by not later than the Long Stop Date.

1        The Scheme shall be subject to the following conditions:

1.1     

(i)         its approval by a majority in number of the Revolution Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting (or any adjournment thereof) and who represent 75 per cent. or more in value of the Revolution Shares voted by those Revolution Shareholders; and

(ii)        such Court Meeting being held on or before the 22nd day after the expected date of the Court Meeting as set out in the Scheme Document (or such later date as may be agreed by Stonegate and Revolution and the Court may allow);

1.2     

(i)       the resolutions required to implement the Scheme as set out in the notice of General Meeting (including, without limitation, the Special Resolution) being duly passed by the requisite majority of Revolution Shareholders at the General Meeting (or any adjournment thereof); and

(ii)        such General Meeting being held on or before the 22nd day after the expected date of the General Meeting as set out in the Scheme Document (or such later date as may be agreed by Stonegate and Revolution and the Court may allow);

1.3     

(i)       the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Revolution and Stonegate (acting reasonably)) and the delivery of a copy of the Court Order to the Registrar of Companies; and

(ii)        the Court hearing to sanction the Scheme being held on or before the 22nd day after the expected date of the Court sanction hearing as set out in the Scheme Document (or such later date as may be agreed by Stonegate and Revolution and the Court may allow);

2        In addition, subject as stated in Part B below and to the requirements of the Panel, the Offer shall be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Notifications, waiting periods and Authorisations

(a)      all material notifications, filings or applications which are necessary under any applicable law or regulation having been made in connection with the Offer and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed, been terminated or been waived (as appropriate) and all applicable statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Offer;

(b)      all Authorisations necessary or required by Stonegate in any jurisdiction for or in respect of the Offer and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Revolution or any other member of the Wider Revolution Group by any member of the Wider Stonegate Group having been obtained, or having been deemed to have been given or obtained, in terms and in a form reasonably satisfactory to Stonegate from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Revolution Group has entered into contractual arrangements and all such Authorisations necessary to carry on the business of any member of the Wider Revolution Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Offer becomes effective or otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations, in each case where the absence of such Authorisation would have a material adverse effect on the Wider Revolution Group (taken as a whole);

General antitrust and regulatory

(c)      no antitrust regulator or Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to (in any case, which is material in the context of the Offer):

(i)       require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Stonegate Group or by any member of the Wider Revolution Group of all or any material part of its businesses, assets or property or impose any material limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);

(ii)      except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider Stonegate Group or the Wider Revolution Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Revolution Group or any asset owned by any Third Party (other than in the implementation of the Offer);

(iii)     impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Stonegate Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Revolution or on the ability of any member of the Wider Revolution Group or any member of the Wider Stonegate Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Revolution Group to the extent which is material in the context of the Wider Revolution Group taken as a whole or the Wider Stonegate Group taken as a whole or material in the context of the Offer (as the case may be);

(iv)      materially adversely affect any or all of the business, assets, profits or prospects of any member of the Wider Revolution Group or any member of the Wider Stonegate Group;

(v)      result in any member of the Wider Revolution Group or any member of the Wider Stonegate Group ceasing to be able to carry on business under any name under which it presently carries on business to the extent which is material in the context of the Wider Revolution Group taken as a whole or the Wider Stonegate Group taken as a whole or material in the context of the Offer (as the case may be);

(vi)      make the Offer, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Revolution by any member of the Wider Stonegate Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly materially prevent or materially prohibit, restrict, restrain, or materially delay or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment of the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Revolution by any member of the Wider Stonegate Group;

(vii)     require, prevent or materially delay a divestiture by any member of the Wider Stonegate Group of any shares or other securities (or the equivalent) in any member of the Wider Revolution Group; or

(viii)    impose any material limitation on the ability of any member of the Wider Stonegate Group or any member of the Wider Revolution Group to conduct, integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Stonegate Group and/or the Wider Revolution Group to the extent which is material in the context of the Wider Revolution Group taken as a whole or the Wider Stonegate Group taken as a whole or material in the context of the Offer (as the case may be),

and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any Revolution Shares or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(d)      except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Revolution Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject or any event or circumstance which, as a consequence of the Offer or the acquisition or the proposed acquisition by any member of the Wider Stonegate Group of any shares or other securities (or the equivalent) in Revolution or because of a change in the control or management of any member of the Wider Revolution Group or otherwise, would or might reasonably be expected to result in:

(i)       any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider Revolution Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii)      the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of any member of the Wider Revolution Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii)     any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider Revolution Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iv)      any material liability of any member of the Wider Revolution Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

(v)      the rights, liabilities, obligations, interests or business of any member of the Wider Revolution Group or any member of the Wider Stonegate Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Revolution Group or any member of the Wider Stonegate Group in or with any other person or body or firm or company (or any arrangement or arrangement relating to any such interests or business) being or becoming capable of being terminated, or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vi)      any member of the Wider Revolution Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vii)     the value of, or the financial or trading position or prospects of, any member of the Wider Revolution Group being prejudiced or adversely affected; or

(viii)    the creation or acceleration of any material liability (actual or contingent) by any member of the Wider Revolution Group,

which, in each of the foregoing cases is material and adverse in the context of the Wider Revolution Group (taken as a whole), and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Revolution Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or would reasonably be expected to result in any of the events or circumstances as are referred to in Conditions (e)(i) to (viii) (in each case, to the extent which is material and adverse in the context of the Wider Revolution Group (taken as a whole));

Revolution Shareholder resolution

(e)      no resolution of Revolution Shareholders in relation to any acquisition or disposal of assets or shares (or the equivalent thereof) in any undertaking or undertakings (or in relation to any merger, demerger, reconstruction, amalgamation or scheme) being passed at a meeting of Revolution Shareholders;

Certain events occurring since 2 July 2016

(f)       except as Disclosed, no member of the Wider Revolution Group having since 2 July 2016:

(i)       issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Revolution Shares out of treasury (except, where relevant, as between Revolution and wholly owned subsidiaries of Revolution or between the wholly owned subsidiaries of Revolution and except for the issue or transfer out of treasury of Revolution Shares on the exercise of employee share options or vesting of employee share awards in accordance with the terms of the Revolution Share Option Schemes);

(ii)      recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of Revolution to Revolution or any of its wholly owned subsidiaries;

(iii)     other than pursuant to the Offer (and except for transactions between Revolution and its wholly owned subsidiaries or between the wholly owned subsidiaries of Revolution and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, binding commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material in the context of the Wider Revolution Group taken as a whole;

(iv)      except for transactions between Revolution and its wholly owned subsidiaries or between the wholly owned subsidiaries of Revolution and except for transactions in the ordinary course of business disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so, in any such case to the extent which is material in the context of the Wider Revolution Group (taken as a whole);

(v)      (except for transactions between Revolution and its wholly owned subsidiaries or between the wholly owned subsidiaries of Revolution or otherwise in the ordinary course of business, issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness which is material in the context of the Wider Revolution Group taken as a whole;

(vi)      entered into or materially varied or authorised, proposed or announced its intention to enter into or materially vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of a nature or magnitude which is reasonably likely to be materially restrictive on the business of any member of the Wider Revolution Group which in any such case, is material and adverse in the context of the Wider Revolution Group as a whole;

(vii)     entered into or materially varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, binding commitment or arrangement with any director or senior executive of any member of the Wider Revolution Group, except for salary increases, bonuses or variations of terms in the ordinary course or as a result of genuine promotion;

(viii)    proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider Revolution Group which is in any such case material in the context of the Wider Revolution Group taken as a whole;

(ix)     purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(x)      except in the ordinary course of business, waived, compromised or settled any claim which is material in the context of the Wider Revolution Group as a whole;

(xi)     terminated or varied the terms of any agreement or arrangement between any member of the Wider Revolution Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider Revolution Group taken as a whole;

(xii)    (except as disclosed on publicly available registers) or envisaged in accordance with the terms of the Scheme, made any alteration to its memorandum or articles of association or other incorporation documents which is material in the context of the Offer;

(xiii)    except in relation to changes made or agreed as a result of, or arising from, changes to legislation, made or agreed or consented to any significant change to:

(a)        the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Wider Revolution Group for its directors, employees or their dependants;

(b)        the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;

(c)        the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(d)        the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to,

to the extent which is in any such case material in the context of the Wider Revolution Group;

(xiv)    been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xv)     (other than in respect of a member of the Wider Revolution Group which is dormant and was solvent at the time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xvi)    (except for transactions between Revolution and its wholly owned subsidiaries or between the wholly owned subsidiaries), made, authorised, proposed or announced an intention to propose any change in its loan capital;

(xvii)   entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities which is material in the context of the Wider Revolution Group (taken as a whole); or

(xviii)  other than in the ordinary course of business, entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (h);

No adverse change, litigation, regulatory enquiry or similar

(g)      except as Disclosed, since 2 July 2016 there having been:

(i)       no adverse change and no circumstance having arisen which would or would be reasonably expected to result in any adverse change in, the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider Revolution Group which is material in the context of the Wider Revolution Group (taken as a whole);

(ii)      no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Revolution Group or to which any member of the Wider Revolution Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Wider Revolution Group, in each case which might reasonably be expected to have a material adverse effect on the Wider Revolution Group taken as a whole;

(iii)     no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Revolution Group having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider Revolution Group, in each case which might reasonably be expected to have a material adverse effect on the Wider Revolution Group taken as a whole;

(iv)      no contingent or other liability having arisen or become apparent to Stonegate or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits or prospects of any member of the Wider Revolution Group to an extent which is material in the context of the Wider Revolution Group taken as a whole; and

(v)      no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Revolution Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider Revolution Group taken as a whole;

No discovery of certain matters regarding information, liabilities and environmental issues

(h)      except as Disclosed, Stonegate not having discovered:

(i)       that any financial, business or other information concerning the Wider Revolution Group publicly announced prior to this date of the Announcement or disclosed at any time to any member of the Wider Stonegate Group by or on behalf of any member of the Wider Revolution Group prior to the date of this Announcement is misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case to a material extent;

(ii)      that any member of the Wider Revolution Group or any partnership, company or other entity in which any member of the Wider Revolution Group has a significant economic interest and which is not a subsidiary undertaking of Revolution is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise and which is material in the context of the Wider Revolution Group taken as a whole;

(iii)     that any past or present member of the Wider Revolution Group has not complied in any material respect with all applicable legislation, regulations or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human or animal health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Revolution Group in each case to the extent which is material in the context of the Wider Revolution Group taken as a whole or material in the context of the Offer;

(iv)      that there has been a material disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human or animal health which (whether or not giving rise to non-compliance with any law or regulation), would be likely to give rise to any material liability (whether actual or contingent) on the part of any member of the Wider Revolution Group;

(v)      that there is or is reasonably likely to be any material obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Revolution Group (or on its behalf), or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto; or

(vi)      that circumstances exist (whether as a result of making the Offer or otherwise) which would be reasonably likely to lead to any Third Party instituting (or whereby any member of the Wider Revolution Group would be likely to be required to institute), an environment audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property of any description or any asset now or previously owned, occupied or made use of by any past or present member of the Wider Revolution Group (or on its behalf) or by any person for which a member of the Wider Revolution Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, which is material in the context of the Wider Revolution Group taken as a whole or material in the context of the Offer.

Anti-corruption

(vii)     any member of the Wider Revolution Group or any person that performs or has performed services for or on behalf of any such company is or has engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 or any other applicable anti-corruption legislation;

(viii)    any member of the Wider Revolution Group is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations (2006) (each as amended);

(ix)     any past or present member of the Wider Revolution Group has engaged in any activity or business with, or made any investments in, or made any payments to any government, entity or individual covered by any of the economic sanctions administered by the United Nations or the European Union (or any of their respective member states) or the United States Office of Foreign Assets Control or any other governments or supranational body or authority in any jurisdiction; or

No criminal property

(x)      any asset of any member of the Wider Revolution Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition).

Part B: Certain further terms of the Offer

1        Subject to the requirements of the Panel, Stonegate reserves the right to waive:

(i)        any of the Conditions set out in the above Condition 1 for the timing of the Court Meeting, General Meeting, and the Court hearing to sanction the Scheme and the effectiveness of the Scheme. If any such deadline is not met, Stonegate shall make an announcement by 8.00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with Revolution to extend the deadline in relation to the relevant Condition; and

(ii)        in whole or in part, all or any of the above Conditions 2(a) to (h) (inclusive).

2        If Stonegate is required by the Panel to make an offer for Revolution Shares under the provisions of Rule 9 of the Takeover Code, Stonegate may make such alterations to any of the above Conditions and terms of the Offer as are necessary to comply with the provisions of that Rule.

3        The Offer shall lapse if:

(a)        in so far as the Offer or any matter arising from or relating to the Offer causes the European Commission to make a referral to a competent authority in the United Kingdom under Article 9(1) of the Regulation and there is then a CMA Phase 2 Reference; or

(b)        in so far as the Offer or any matter arising from the Offer becomes subject to a CMA Phase 2 Reference,

in each case, before the later of the time of the Court Meeting and the time of the General Meeting.

4        Stonegate shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 2(a) to (h) (inclusive) which Stonegate is, with the permission where required by the Code, entitled to invoke by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

5        The Revolution Shares acquired under the Offer shall be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by reduction of share capital or share premium account or otherwise) made, on or after the date of this Announcement.

6        If, after the date of this Announcement but prior to the Effective Date, any dividend or other distribution is declared, paid or made or becomes payable by Revolution, Stonegate reserves the right (without prejudice to any right of Stonegate, with the consent of the Panel, to invoke Condition 2(h)(ii) above) to reduce the consideration payable under the Offer by the aggregate amount of such dividend or distribution or excess, and accordingly reduce the Offer Price (excluding associated tax credit). Furthermore, Stonegate reserves the right to reduce the consideration payable under the Offer in respect of a Revolution Share in such circumstances as are, and by such amount as is, permitted by the Panel.

If any such dividend or distribution occurs, any reference in this Announcement to the consideration payable or the Offer Price shall be deemed to be a reference to the consideration or Offer Price as so reduced.

To the extent that such a dividend or distribution has been declared, paid, made or is payable is or shall be: (i) transferred pursuant to the Offer on a basis which entitles Stonegate to receive the dividend or distribution and to retain it; or (ii) cancelled, the consideration payable and the Offer Price shall not be subject to change in accordance with this paragraph.

Any exercise by Stonegate of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Offer.

7        Stonegate reserves the right to elect (with the consent of the Panel) to implement the Offer by way of a takeover offer as it may determine in its absolute discretion. In such event, the acquisition shall be implemented on substantially the same terms subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent. (or such less percentage, being more than 50 per cent., as Stonegate may decide) of the shares to which such offer relates, so far as applicable, as those which would apply to the Scheme.

8        The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements.

9        The Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

10      Under Rule 13.5 of the Takeover Code, Stonegate may not invoke a condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which given rise to the right to invoke the condition are of material significance to Stonegate in the context of the Offer. The Conditions contained in paragraph 1 of Part A of this Appendix are not subject to this provision of the Takeover Code.

11      This Announcement and rights or liabilities arising hereunder, the Offer, the Scheme and the Forms of Proxy are or will be governed by the law of England and Wales and are subject to the exclusive jurisdiction of the English courts. The Offer will be subject, inter alia, to the Conditions and further terms set out in this Appendix I and to be set out in the Scheme Document. The Offer shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the UKLA.

12      Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION

(i)       The value placed by the Offer on the existing issued share capital of Revolution is based on 50,000,000 Revolution Shares in issue on 23 August 2017, being the last dealing day prior to the date of this Announcement.

(ii)      The Closing Price on 28 July 2017 is taken from the Daily Official List.

(iii)     Unless otherwise stated, the financial information relating to Revolution is extracted from the audited consolidated financial statements of Revolution for the financial year to 30 June 2016, prepared in accordance with IFRS.

(iv)      The financial information relating to Stonegate is extracted from the unaudited consolidated interim financial statements of Stonegate for the 28-week period ended 9 April 2017, prepared in accordance with IFRS and the offering memorandum dated 2 March 2017 relating to the offering of senior secured notes by Stonegate Pub Company Financing plc.

(v)      The number of Revolution Shares in respect of which options shall become exercisable as a result of the Offer is expected to be 63,308 Revolution Shares (based on the assumption that the Scheme is sanctioned by the court on the Long Stop Date).

APPENDIX III
IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT

Revolution Directors' Irrevocable Undertakings

Name of Revolution Director

Number of Revolution Shares in respect of which undertaking is given

Percentage of Revolution issued share capital

Michael Shallow

25,653

0.05

Keith Edelman

45,500

0.09

Mark McQuater

927,370

1.85

 

These irrevocable undertakings remain binding in the event a higher competing offer is made for Revolution but cease to be binding if:

(i)         the Scheme Document (or Offer document, as applicable) is not despatched within 28 days of the date of issue of this Announcement (or such later date as the Panel may agree);

(ii)        Stonegate announces, with the consent of the Panel, that it does not intend to make or proceed with the Offer and no new, revised or replacement Scheme or Offer is announced in accordance with Rule 2.7 of the Code;

(iii)       in circumstances where the Offer is being implemented by way of Scheme and Stonegate elects to exercise its right to implement the Offer by way of a takeover offer, if the Offer document has not been despatched within 28 days of the date of issue of the press announcement announcing the change in structure (or such later date as the Panel may agree);

(iv)       on the earlier of: (i) the Long Stop Date; and (ii) the date on which the Scheme (or takeover offer, as applicable) lapses or is withdrawn in accordance with its terms, other than as a result of Stonegate exercising its right to implement the Offer by way of a takeover offer in accordance with the Code rather than by way of a Scheme or vice versa; or

(v)        on the date on which any competing offer is declared or becomes wholly unconditional or, if proceeding by way of scheme of arrangement, becomes effective.

Other Revolution Shareholders

Irrevocable Undertakings

Name of Revolution Shareholder giving undertaking

Number of Revolution Shares in respect of which undertaking is given

Percentage of Revolution issued share capital

Castlefield Fund Partners Ltd

2,085,000

4.17

 

These irrevocable undertakings cease to be binding if: (i) the Scheme (or Offer as applicable) does not become effective, is withdrawn or lapses in accordance with its terms; or (ii) if a higher competing offer (being a cash offer for the Revolution Shares where the consideration per Revolution Share exceeds the consideration per Revolution Share under the Offer by at least 5 per cent.) is made prior to the date of the General Meeting.

The irrevocable undertakings given by Revolution Shareholders prevent such Revolution Shareholders from selling all or any part of their Revolution Shares.

Letter of intent

The following holder, controller or beneficial owner or Revolution Shares has delivered to Stonegate a letter of intent to accept the Offer:

Name

Number of Revolution Shares in respect of which letter of intent is given

Percentage of Revolution issued share capital

Artemis Investment Management LLP

7,387,121

14.77

 

 

 

APPENDIX IV
REVOLUTION PROFIT FORECAST

The following profit forecast relating to the 52 weeks ended 1 July 2017 was made in Revolution's trading update announcement of 19 May 2017:

"The Company believes that the adjusted EBITDA (pre-opening costs) out-turn for the year is expected to be broadly at the same level as last year."

The profit forecast was published before Revolution was approached by Stonegate and therefore the requirements of Rule 28.1(c) of the City Code apply in relation to the Profit Forecast. The Revolution Directors confirm that the profit forecast remains valid and confirm that the profit forecast has been properly compiled on the basis of the assumptions set out below and that the basis of accounting used is consistent with Revolution's accounting policies.

The Revolution Directors confirm the profit forecast on the basis of the following assumptions:

·             there will be no material adjustments that would impact adjusted EBITDA arising from the Company's audit process for the financial year ended 1 July 2017; and

·             there are no material post balance sheet events which would impact the results for the year ending 1 July 2017.

APPENDIX V
DEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise:

"2016 Annual Period"

the 53 week period ended 2 July 2016;

"Authorisations"

regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals;

"Barclays"

Barclays Bank PLC, acting through its Investment Bank;

"Business Day"

a day (other than Saturdays, Sundays and public holidays in the UK) on which banks are open for business in the City of London;

"Closing Price"

the closing middle market price of a Revolution Share on a particular trading day as derived from the Daily Official List;

"CMA Phase 2 Reference"

a reference of the Offer to the chair of the Competition and Markets Authority for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013;

"Companies Act"

the Companies Act 2006, as amended from time to time;

"Competition and Markets Authority"

a UK statutory body established under the Enterprise and Regulatory Reform Act 2013;

"Conditions"

the conditions to the implementation of the Offer, as set out in Appendix I to this announcement and to be set out in the Scheme Document;

"Court"

the High Court of Justice in England and Wales;

"Court Meeting"

the meeting of Revolution Shareholders to be convened pursuant to an order of the Court under section 896 of the Companies Act, notice of which will be set out in the Scheme Document, for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment), including any adjournment thereof;

"Court Order"

the order of the Court sanctioning the Scheme under section 899 of the Companies Act;

"CREST"

the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755)) for the paperless settlement of trades in securities and the holding of uncertificated securities, operated by Euroclear;

"Daily Official List"

the Daily Official List published by the London Stock Exchange;

"Dealing Disclosure"

has the same meaning as in Rule 8 of the Takeover Code;

"Disclosed"

the information disclosed by, or on behalf of Revolution: (i) in the annual report and accounts of the Revolution Group for the financial year ended 2 July 2016; (ii) the interim results of the Revolution Group for the six months ended 31 December 2016; (iii) in this Announcement; (iv) in any other announcement to a Regulatory Information Service by, or on behalf of Revolution prior to the publication of this announcement; or (v) as otherwise fairly disclosed to Stonegate (or its respective officers, employees, agents or advisers) prior to the date of this Announcement;

"EBITDA"

earnings before interest, taxation, depreciation and amortisation;

"Effective Date"

the date on which the Scheme becomes effective in accordance with its terms;

"Euroclear"

Euroclear UK and Ireland Limited;

"FCA" or "Financial Conduct Authority"

the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of FSMA;

"Forms of Proxy"

forms of proxy for the Court Meeting and the General Meeting;

"FSMA"

the Financial Services and Markets Act 2000, as amended from time to time;

"General Meeting"

the general meeting of Revolution Shareholders (including any adjournment thereof) to be convened in connection with the Scheme, notice of which will be set out in the Scheme Document;

"IFRS"

International Financial Reporting Standards;

"Listing Rules"

the rules and regulations made by the Financial Conduct Authority in its capacity as the UKLA under FSMA, and contained in the UKLA's publication of the same name;

"London Stock Exchange"

London Stock Exchange plc, together with any successor thereto;

"Long Stop Date"

10 March 2018, or such later date as may (with the Panel's consent) be agreed in writing by Stonegate and Revolution and (if required) the Court may approve;

"Numis"

Numis Securities Limited;

"Offer"

the recommended cash offer to be made by Stonegate to acquire the entire issued and to be issued ordinary share capital of Revolution, to be effected by means of the Scheme and, where the context admits, any subsequent revision, variation, extension or renewal thereof;

"Offer Period"

the offer period (as defined by the Takeover Code) relating to Revolution, which commenced on 31 July 2017;

"Offer Price"

203 pence per Revolution Share;

"Official List"

the Official List maintained by the UKLA;

"Opening Position Disclosure"

has the same meaning as in Rule 8 of the Takeover Code;

"Overseas Shareholders"

Revolution Shareholders (or nominees of, or custodians or trustees for Revolution Shareholders) not resident in, or who are nationals or citizens or residents of countries other than, of the United Kingdom;

"Panel"

the Panel on Takeovers and Mergers;

"Profit Forecast"

the profit forecast made by Revolution in its trading update announcement of 19 May 2017, further details of which are set out in paragraph 10 of and Appendix IV to this Announcement;

"Registrar of Companies"

the Registrar of Companies in England and Wales;

"Regulation"

has the meaning given to it in paragraph 2(a) of Appendix I to this Announcement;

"Regulatory Information Service"

any of the services set out in Appendix I to the Listing Rules;

"Restricted Jurisdiction"

any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to Revolution Shareholders in that jurisdiction;

"Revolution" or the "Company"

Revolution Bars Group plc;

"Revolution Directors"

the directors of Revolution as at the date of this Announcement or, where the context requires, the directors of Revolution from time to time;

"Revolution Group"

Revolution, its subsidiaries and its subsidiary undertakings from time to time and, where the context permits, each of them;

"Revolution Shareholders" or "Shareholders"

the holders of Revolution Shares;

"Revolution Shares"

the existing unconditionally allotted or issued and fully paid ordinary shares of £0.001 pence each in the capital of Revolution and any further such ordinary shares which are unconditionally allotted or issued before the Scheme becomes effective;

"Revolution Share Option Schemes"

the Revolution Bars Group plc Performance Share Plan 2015 and the Revolution Bars Group plc Share Scheme 2015;

"Scheme"

the proposed scheme of arrangement under Part 26 of the Companies Act between Revolution and the Revolution Shareholders in connection with the Offer, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Revolution and Stonegate;

"Scheme Document"

the document to be sent to Revolution Shareholders containing, amongst other things, the terms of the Scheme and the notices convening the Court Meeting and the General Meeting;

"Significant Interest"

in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking;

"Special Resolution"

the special resolution to be proposed by Revolution at the General Meeting in connection with, amongst other things, the approval of the Scheme and the alteration of the articles of association of Revolution and such other matters as may be necessary to implement the Scheme;

"Stonegate"

Stonegate Pub Company Limited;

"Takeover Code"

the City Code on Takeovers and Mergers, as issued from time to time by the Panel;

"Third Party"

each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction;

"UKLA" or "UK Listing Authority"

the UK Listing Authority, being the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA;

"United Kingdom" or "UK"

the United Kingdom of Great Britain and Northern Ireland;

"United States" or "US"

the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof;

 "US Exchange Act"

US Securities Exchange Act of 1934 (as amended);

"Wider Revolution Group"

Revolution and associated undertakings and any other body corporate, partnership, joint venture or person in which Revolution and such undertakings (aggregating their interests) have a Significant Interest; and

"Wider Stonegate Group"

Stonegate and associated undertakings and any other body corporate, partnership, joint venture or person in which Stonegate and such undertakings (aggregating their interests) have a Significant Interest.

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All the times referred to in this Announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.


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