TIDMRBG
RNS Number : 8530T
Stonegate Pub Company
17 October 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
For immediate release
17 October 2017
Statement from Stonegate Pub Company Limited ("Stonegate")
regarding its recommended cash offer for Revolution Bars Group plc
("Revolution") which has now lapsed
Stonegate notes the announcement by Revolution on 17
October.
On 20 September 2017, Stonegate made a cash offer for Revolution
at a price of 203p per Revolution share (the "Offer"). This Offer
was at a 62.4% premium to the undisturbed Revolution share price on
28 July 2017, was unanimously recommended by the Board and had the
support of Revolution's largest shareholder. Support for the Offer
from Revolution's largest shareholder was withdrawn on 6 October
2017, and Stonegate notes the outcome of the shareholder meetings
and that the Scheme has lapsed. Stonegate wishes Revolution and its
shareholders every success in the future as Revolution continues as
an independent business.
Stonegate has built its business by being a disciplined buyer of
pubs and pub estates. Since creation, Stonegate has grown to over
700 sites and is the UK's leading drinks led licensed retailer as a
result of this discipline.
Commenting on the results of the Scheme vote, Ian Payne,
Chairman of Stonegate, said:
"Stonegate has always been disciplined in its approach to
acquisitions. We put forward what we believed to be an attractive
proposal and made an offer at a 62 per cent premium to the
undisturbed share price which was unanimously recommended by the
Board. However, we respect the shareholders' decision and wish them
all the best."
Enquiries:
Stonegate
Simon Longbottom +44 (0) 1582
Daniel Wilkinson 957 009
Barclays (Stonegate's Financial
Adviser)
Derek Shakespeare
James Brodie +44 (0) 20 7623
Neal West (Corporate Broking) 2323
Instinctif (Stonegate's PR Adviser)
Justine Warren +44 (0) 20 7457
Guy Scarborough 2020
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 (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.
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 Circular 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.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set out in this Announcement since such date.
Overseas Shareholders
The 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 may include certain 'forward-looking
statements'. Forward-looking statements include, without
limitation, statements that typically contain words such as 'will',
'may', 'should', 'continues', 'aims', 'believes', 'expects',
'estimates', 'intends', 'anticipates', 'projects', 'plans' or
similar expressions. By their nature, forward-looking statements
involve known or unknown risks and uncertainties because they
relate to events and depend on circumstances that all occur in the
future. Actual results may differ materially from those expressed
in the forward-looking statements depending on a number of factors,
including, but not limited to, the enactment of legislation or
regulation that may impose costs or restrict activities, the
satisfaction of the conditions to the offer, future market
conditions, the behaviour of other market participants, an adverse
change in the economic climate, a fluctuation in the level of
clients' commercial activity, appropriate consultation with
employee representative bodies, a loss of key personnel and the
extent to which the Revolution and Stonegate businesses are
successfully integrated. Many of these risks and uncertainties
relate to factors that are beyond the companies' abilities to
control or estimate precisely, such as future market conditions and
the behaviours of other market participants. The forward-looking
statements contained in this Announcement and are made as at the
date thereof. Neither Revolution nor Stonegate assumes any
obligation or intends publicly to update or revise these
forward-looking statements, whether as a result of future events,
new information or otherwise, except as required pursuant to
applicable law.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for Revolution or Stonegate, as appropriate, for
the current or future financial years would necessarily match or
exceed their historical published earnings or earnings per share,
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 website at
http://www.stonegatepubs.com/ by no later than 12 noon (London
time) on 18 October 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPEADEXFSNXFFF
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