TIDMRBG
RNS Number : 2557R
AIM
26 June 2020
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION
IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM
RULES")
COMPANY NAME:
Revolution Bars Group plc
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES):
21 Old Street, Ashton-under-Lyne, Tameside, OL6 6LA
COUNTRY OF INCORPORATION:
England and Wales
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
https://www.revolutionbarsgroup.com/investors/aim-rule-26/
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE
TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
Revolution Bars Group plc is a leading operator of 74 premium
bars, with a strong national presence across the UK and significant
growth opportunities. The Company's bars are located predominantly
in town or city centre high streets, with two high quality
brands: 'Revolution' and 'Revolución de Cuba'.
The Group's business model is to maintain strong cash generation
from its existing estate of bars, whilst prioritising investment
in the core estate to drive like-for-like sales for both the
Revolución de Cuba and Revolution brands. Both brands
focus on a premium drinks and food-led offering, typically
trading from late morning through into late evening.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS
AS TO TRANSFER OF THE SECURITIES (i.e. where known, number
and type of shares, nominal value and issue price to which
it seeks admission and the number and type to be held as treasury
shares):
The issued fully paid up share capital of the Company: (i)
as at 25 June 2020 (being the latest practicable date prior
to the date of this Schedule One announcement); and (ii) as
it is expected to be immediately following Admission, is:
Number of Ordinary Nominal Amount
Shares
At the date of this Schedule 50,029,159 GBP50,029.16
One announcement
------------------- ---------------
On Admission 125,046,654 GBP125,046.65
------------------- ---------------
All Ordinary Shares in the capital of the Company are registered
and may be held in either certificated or uncertificated form.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
The Company proposes to raise approximately GBP15.0 million
upon admission to AIM by way of a Firm Placing of 45,000,000
new ordinary shares and a Placing and Open Offer of 30,017,495
new ordinary shares.
Therefore, the total issued share capital at Admission will
be 125,046,654 ordinary shares, which, at 20 pence per ordinary
share (being the issue price of the new ordinary shares being
issued pursuant to the Firm Placing and the Placing and Open
Offer), results in a market capitalisation on Admission of
approximately GBP25.0 million.
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
15.83%
**Calculated on the basis of each substantial shareholder's
shareholding as at 25 June 2020 and their respective participations
in the Firm Placing, and including each Director's shareholding,
as adjusted for each respective Director's participation in
the Firm Placing and the Open Offer, as appropriate.
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH
THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE
OR WILL BE ADMITTED OR TRADED:
N/A
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including
any other name by which each is known):
Name of Director Position
Keith Graeme Edelman Non-Executive Chairman
---------------------------------
Robert (Rob) Antony Pitcher Chief Executive Officer
---------------------------------
Michael (Mike) Raymond Foster Chief Financial Officer
---------------------------------
Jemima Chloe Bird Senior Independent Non-Executive
Director
---------------------------------
William Tuffy Independent Non-Executive
Director
---------------------------------
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED
AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER
ADMISSION (underlining the first name by which each is known
or including any other name by which each is known):
As far as the Company is aware, the below is the list of significant
shareholders as at 25 June 2020 and their respective interests
in the Company's share capital both prior to and on Admission:
Shareholder Holding % Interest *Holding *% Interest
pre-Admission pre-Admission on Admission on Admission
Artemis Investment
Management 10,511,232 21.01 18,911,235 15.12
-------------- -------------- ------------- -------------
Legal & General Investment
Management 4,588,000 9.17 8,717,206 6.97
-------------- -------------- ------------- -------------
IG Markets 3,519,242 7.03 4,599,242 3.68
-------------- -------------- ------------- -------------
Hargreaves Lansdown 3,107,650 6.21 Below 3% Below 3%
-------------- -------------- ------------- -------------
Adrian John Williams 2,876,919 5.75 5,126,919 4.10
-------------- -------------- ------------- -------------
AXA Framlington Investment
Managers 2,498,819 4.99 3,848,819 3.08
-------------- -------------- ------------- -------------
GLG Partners 2,230,825 4.46 Below 3% Below 3%
-------------- -------------- ------------- -------------
Barclays Smart Investor 1,853,650 3.71 Below 3% Below 3%
-------------- -------------- ------------- -------------
Goldman Sachs
International 1,705,637 3.41 Below 3% Below 3%
-------------- -------------- ------------- -------------
Interactive Investor 1,679,854 3.36 Below 3% Below 3%
-------------- -------------- ------------- -------------
HSBC James Capel 1,545,979 3.09 Below 3% Below 3%
-------------- -------------- ------------- -------------
Deltic Group 1,500,000 3.00 Below 3% Below 3%
-------------- -------------- ------------- -------------
Chelverton Asset
Management 1,500,000 3.00 Below 3% Below 3%
-------------- -------------- ------------- -------------
*Calculated on the basis of each shareholder's shareholding
as at 25 June 2020 and their respective participations in the
Firm Placing.
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
BDO LLP
Kennedys LLP
Kuit Steinhart Levy LLP
Grant Thornton LLP
Macfarlanes LLP
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION
DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
(i) 27 June
(ii) N/A
(iii) By 27 December 2020 (annual results for the 52 weeks
ending 27 June 2020);
By 26 March 2021 (interim results for the 26 weeks ending 26
December 2020); and
By 3 January 2021 (annual results for the 53 weeks ending 3
July 2021)
EXPECTED ADMISSION DATE:
27 July 2020
NAME AND ADDRESS OF NOMINATED ADVISER:
finnCap Ltd
1 Bartholomew Close
London
EC1A 7BL
NAME AND ADDRESS OF BROKER:
finnCap Ltd
1 Bartholomew Close
London
EC1A 7BL
and
Peel Hunt LLP
Moor House
120 London Wall
London EC2Y 5ET
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE
(POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE
AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
N/A - Quoted applicant
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO
APPLY
UK Corporate Governance Code
DATE OF NOTIFICATION:
26 June 2020
NEW/ UPDATE:
New
QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:
THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S
SECURITIES HAVE BEEN TRADED:
Listed on the premium segment of the FCA's Official List and
traded on the London Stock Exchange's main market for listed
securities
THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO
TRADED:
18 March 2015
CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT
HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED
IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS
OF WHERE THERE HAS BEEN ANY BREACH:
The Company confirms, following due and careful enquiry, that
it has adhered to all legal and regulatory requirements applicable
to companies whose securities are admitted to listing on the
FCA's Official List and to trading on the London Stock Exchange's
main market for listed securities.
AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS
WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS
(IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:
https://www.revolutionbarsgroup.com/
DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
STRATEGY:
Prior to the onset of the COVID-19 pandemic, the Group was
demonstrating signs that the turnaround strategy put in place
by the Board was successful, with the Group achieving growth
in both like-for-like sales and Adjusted EBITDA and making
significant progress on debt reduction. Following the escalation
of the COVID-19 pandemic in the UK, on 18 March 2020, the Company
announced that recent trading had been impacted by the COVID-19
pandemic and its wider effects. Shortly thereafter, on 20 March
2020, the UK Government announced the closure of all bars,
pubs and restaurants due to the COVID-19 pandemic. From this
date, the Group was forced to suspend the trading of its entire
portfolio of 74 bars.
In the event that the restrictions on trading related to the
COVID-19 pandemic are lifted and the Group is able to reopen
its portfolio of bars earlier than anticipated by the Group's
downside case scenario, the Board expects to resume its program
of venue refurbishments, and to be in a good position to potentially
take advantage of growth opportunities post-COVID-19, which
could include the acquisition of new sites at a time when the
Board believes acquisition prices will be depressed. However,
should the restrictions on trading related to the COVID-19
pandemic be consistent with the Group's downside case scenario,
the Board will be initially limited in its capacity to resume
its programme of venue refurbishments or take advantage of
growth opportunities post-COVID-19 until such point as the
Group has generated sufficient operating cashflow.
The Group will make some changes to its operating model, assuming
current social distancing measures, and anticipates a gradual
recovery in customer numbers. The base case scenario assumes
that the Group will deliver sales in August 2020 at approximately
55 per cent. of the prior year comparable period with only
marginal improvement in September 2020 and October 2020. However,
it is expected that social distancing restrictions will have
been relaxed by November 2020 at which point sales will increase
to 80 per cent. of the prior year comparable period with a
further improvement to 90 per cent. of the prior year comparable
period by December 2020 with a further gradual improvement
to 100 per cent. of the comparable period by June 2021.
A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING
POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END
OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE
BEEN PUBLISHED:
Prior to the onset of the COVID-19 pandemic, the Group was
demonstrating signs that the turnaround strategy put in place
by the Board was successful, with the Group achieving growth
in both like-for-like Sales and Adjusted EBITDA and making
significant progress on debt reduction.
The Group published its unaudited interim financial information
relating to the 26 week period ended 28 December 2019 o n 26
February 2020, detailing the financial performance of the Group
since the publishing of its audited annual results for the
52 weeks ended 29 June 2019 on 1 October 2019.
Following the escalation of the COVID-19 pandemic in the UK,
on 18 March 2020, the Company announced that recent trading
had been impacted by the COVID-19 pandemic and its wider effects.
Shortly thereafter, on 20 March 2020, the UK Government announced
the closure of all bars, pubs and restaurants due to the COVID-19
pandemic. From this date, the Group was forced to suspend the
trading of its entire portfolio of 74 bars. As a result of
these measures the Group has been unable to resume normal trading
across all of its bars and currently anticipates a staged reopening
of its estate after 4 July 2020 in accordance with UK Government
guidance and the current COVID-19 restrictions.
Other than as disclosed above and via the Company's previous
RNS announcements, including its unaudited interim results
for the six month period ended on 28 December 2019 on 26 February
2020, there have been no significant changes in the financial
or trading position of the Company since the end of the 52
weeks period ended 29 June 2019.
A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON
TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS
GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM
THE DATE OF ITS ADMISSION:
The Directors have no reason to believe that the working capital
available to the Company or the Group will be insufficient
for at least 12 months from the date of its Admission.
In making the above working capital statement, the Directors,
have applied the ESMA Recommendations, which require the Directors
to assess whether there is sufficient margin or headroom to
cover a reasonable worst case scenario.
COVID-19 has resulted in significantly increased levels of
uncertainty for many companies, and in particular for the Restaurant
and Bars sector that the business operates in, with a wide
range of possible financial impacts, resulting in challenges
to COVID-19-impacted businesses in producing sufficiently reliable
forecasts of their future financial performance to determine
the reasonable worst case scenario.
For purposes of this working capital statement, the Directors
have formed their view of a reasonable worst case scenario
using the following COVID-19-specific assumptions, which the
working capital statement is therefore dependent upon:
* The assumed opening date for all sites is November
2020
* The like-for-like sales compared to last year, are
assumed to be 75% in November 2020, 80% in December
2020 and then increasing incrementally each month up
to 100% in June 2021.
* Variable costs are assumed to flex in line with the
assumed revenue assumptions.
* Capital expenditure is assumed to be deferred in line
with the deferral of the opening of the sites.
* No rent reductions are assumed, beyond those already
secured.
The working capital statement in this Schedule One announcement
has been prepared following the application of the ESMA Recommendations
and the technical supplement to the FCA Statement of Policy
published on 8 April 2020 relating to the COVID-19 crisis.
DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE
AIM RULES:
N/A
A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S
SECURITIES:
Settlement will continue to be through the CREST system for
dealings in ordinary shares held in uncertificated form. Ordinary
s hares can also be dealt in certificated form.
A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S
SECURITIES:
https://www.revolutionbarsgroup.com/
INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT
WHICH IS NOT CURRENTLY PUBLIC:
Information is contained within the Appendix to this Schedule
One announcement, available on the Company's website at https://www.revolutionbarsgroup.com/
A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST
ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR
END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM
RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN
ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM
RULE 19:
https://www.revolutionbarsgroup.com/investors/results-centre/
THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:
As of the date of this Schedule One announcement, there are
no ordinary shares held in treasury
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
PAASEMFFMESSEIM
(END) Dow Jones Newswires
June 26, 2020 08:15 ET (12:15 GMT)
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