TIDMRBG
RNS Number : 1548P
Revolution Bars Group
05 June 2020
THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH
OF ANY APPLICABLE LAW OR REGULATION.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO 596/2014, AS AMED.
Defined terms used in this announcement have the meanings given
to them in the Firm Placing and Placing and Open Offer announcement
(RNS Number: 0558P) released earlier today, unless the context
provides otherwise.
For immediate release
REVOLUTION BARS GROUP PLC
Results of the Firm Placing and Placing
Revolution Bars Group plc, a leading UK operator of 74 premium
bars, trading under the 'Revolution' and 'Revolución de Cuba'
brands, is pleased to announce the results of its Bookbuild
launched earlier today.
Subject to, inter alia, the necessary resolutions being passed
at the General Meeting which is currently anticipated to be held on
or around 26 June 2020, in aggregate, 75,017,495 New Ordinary
Shares are to be issued pursuant to the Firm Placing and the
Placing and Open Offer, at an Issue Price of 20 pence per New
Ordinary Share, raising gross proceeds of approximately GBP15.0
million (approximately GBP13.8 million net of expenses).
The 75,017,495 New Ordinary Shares to be issued pursuant to the
Firm Placing and the Placing and Open Offer will result in the
issued share capital of the Company increasing to 125,046,654
Ordinary Shares (assuming no other new Ordinary Shares are issued
between now and AIM Admission). The New Ordinary Shares will
represent approximately 60.0 per cent. of the Enlarged Share
Capital of the Company immediately following AIM Admission.
The New Ordinary Shares will rank pari passu in all other
respects with the Existing Ordinary Shares.
Firm Placing
finnCap and Peel Hunt, as agents of the Company, have
conditionally placed 45,000,000 Firm Placing Shares with investors
at the Issue Price. The Firm Placing Shares are not subject to
clawback and are not part of the Placing and Open Offer. The Firm
Placing is subject to the same conditions as the Placing and Open
Offer. The Firm Placing Shares will represent approximately 36.0
per cent. of the Enlarged Share Capital of the Company immediately
following AIM Admission.
Placing and Open Offer
finnCap and Peel Hunt, as agents of the Company, have
conditionally placed the 30,017,495 Open Offer Shares with
investors at the Issue Price. The Placing of the Open Offer Shares
will be subject to clawback to satisfy valid applications by
Qualifying Shareholders under the Open Offer. Subject to the waiver
or satisfaction of the conditions and the Placing Agreement not
having been terminated in accordance with its terms, any Open Offer
Shares not subscribed for under the Open Offer will be issued to
Placees procured by finnCap and Peel Hunt. The Open Offer Shares
will represent approximately 24.0 per cent. of the Enlarged Share
Capital of the Company immediately following AIM Admission.
Further details of the Firm Placing and the Placing and Open
Offer will be contained in the Circular currently anticipated to be
sent to Shareholders on or around 9 June 2020.
Directors' Participations
The following Directors of the Company have agreed to subscribe
for in aggregate of 660,000 New Ordinary Shares at the Issue Price
in the Firm Placing as follows:
Director Number of New Ordinary Shares
Keith Edelman 125,000
------------------------------
Rob Pitcher 250,000
------------------------------
Mike Foster 250,000
------------------------------
Will Tuffy 35,000
------------------------------
(together, the "Participating Directors")
The Participating Directors are each a related party of the
Company for the purpose of Chapter 11 of the FCA's Listing Rules
(the "Listing Rules"). The participation in the Firm Placing by Rob
Pitcher and Mike Foster constitute smaller related party
transactions for the purposes of Listing Rule 11.1.10R and this
announcement therefore includes the details required by Listing
Rule 11.1.10R(2)(c).
General Meeting and Circular
The Fundraising is conditional upon, inter alia, Shareholder
approval at the General Meeting of the Company which is currently
anticipated to take place at 10.00 a.m. on 26 June 2020, and the
proposed cancellation of the Company's Ordinary Shares to listing
on the FCA's Official List and to trading on the Main Market, and
the Company's Enlarged Share Capital being admitted to trading on
AIM.
A further announcement will be made in due course confirming the
publication of the Circular relating to the Fundraising and the
move to AIM and which will include notice of the General Meeting.
Shareholders will receive Forms of Proxy for voting on the
resolutions to be proposed at the General Meeting and Shareholders
who hold their Existing Ordinary Shares in certificated form will
also receive Application Forms in respect of their Open Offer
Entitlements.
Rob Pitcher, CEO, commented:
"The Fundraising will ensure that Revolution Bars Group has a
more appropriate capital structure as we emerge from this uncertain
period and will allow the Group to resume its successful
refurbishment programme and take advantage of potential
opportunities which may arise in the near term.
We are grateful to the investors, suppliers, landlords,
employees, and NatWest who are assisting us through this
unprecedented time. We are now focused on reopening our bars, when
safe to do so, to meet the pent-up demand from our young customer
base and get back to creating fun and memorable experiences for our
guests and our teams to return Revolution Bars Group to growth.
"
For further information, please contact:
Revolution Bars Group plc Tel: 0161 330 3876
Rob Pitcher, CEO
Mike Foster, CFO
finnCap, Joint Broker Tel: 020 7220 0500
Matt Goode / Simon Hicks / Teddy Whiley (Corporate
Finance)
Tim Redfern / Richard Chambers (ECM)
Peel Hunt, Joint Broker Tel: 020 7418 8900
George Sellar / Andrew Clark (Corporate Finance)
Al Rae / Sohail Akbar (ECM)
Instinctif (Financial PR) Tel: 07831 379122
Matt Smallwood
Jack Devoy
The person responsible for arranging release of this
announcement on behalf of Revolution Bars Group plc is Mike Foster,
Chief Financial Officer.
IMPORTANT NOTICES
This announcement includes "forward looking statements" which
include all statements other than statements of historical facts,
including, without limitation, those regarding the Group's
financial position, business strategy, plans and objectives of
management for future operations, or any statements proceeded by,
followed by or that include the words "targets", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Company's
control that could cause the actual results, performance or
achievements of the Group to be materially different from future
results, performance or achievements expressed or implied by such
forward looking statements. Such forward looking statements are
based on numerous assumptions regarding the Group's present and
future business strategies and the environment in which the Group
will operate in the future. These forward looking statements speak
only as at the date of this announcement. Except as required by the
FCA, the London Stock Exchange or applicable law (including as may
be required by the Listing Rules, the Prospectus Regulation, the
Prospectus Rules, MAR and the Disclosure Guidance and Transparency
Rules), the Company expressly disclaims any obligation or
undertaking to disseminate or release publicly any updates or
revisions to any forward looking statements contained in this
announcement to reflect any change in the Company's expectations
with regard thereto or any change in events, conditions or
circumstances on which any such statements are based.
finnCap Ltd ("finnCap"), which is authorised and regulated in
the UK by the Financial Conduct Authority, is acting exclusively
for the Company and for no one else in relation to the matters
described in this announcement and will not regard any other person
as a client of finnCap in relation to the matters described in this
announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of
finnCap nor for advising any other person on the contents of this
announcement or any transaction or arrangement referred to
herein.
Peel Hunt LLP ("Peel Hunt") which is authorised and regulated in
the UK by the Financial Conduct Authority, is acting exclusively
for the Company and for no one else in relation to the matters
described in this announcement and will not regard any other person
as a client of Peel Hunt in relation to the matters described in
this announcement and will not be responsible to anyone other than
the Company for providing the protections afforded to clients of
Peel Hunt nor for advising any other person on the contents of this
announcement or any transaction or arrangement referred to
herein.
Apart from the responsibilities and liabilities, if any, which
may be imposed on finnCap or Peel Hunt under FSMA or the regulatory
regime established thereunder, neither of finnCap or Peel Hunt nor
any of their respective affiliates accepts any responsibility
whatsoever or makes any representation or warranty, express or
implied, concerning the contents of this announcement, including
its accuracy, completeness or verification, or concerning any other
statement made or purported to be made by any of them, or on behalf
of them in connection with the Company or any of the matters
described in this announcement and nothing in this announcement is
or shall be relied upon as a promise or representation in this
respect, whether as to the past or future. Subject to applicable
law, each of finnCap and Peel Hunt and their respective affiliates
accordingly disclaim all and any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise (save as referred to above)) which
any of them might otherwise have in respect of this announcement or
any statement purported to be made by them, or on their behalf, in
connection with the Company, or the matters described in this
announcement.
MARKET ABUSE REGULATION
Market soundings, as defined in MAR, were taken in respect of
the Fundraising, with the result that certain persons became aware
of inside information, as permitted by MAR. That inside information
is set out in this announcement and has been disclosed as soon as
possible in accordance with paragraph 7 of article 17 of MAR.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of inside information
relating to the Company and its securities.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ROIFLFVVRDIEIII
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June 05, 2020 09:41 ET (13:41 GMT)
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