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RNS Number : 8043Z
Revolution Bars Group
26 May 2021
 

THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF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.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014) (AS AMENDED) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND OTHER IMPLEMENTING MEASURES. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN

Defined terms used in this announcement have the meanings given to them in the Firm Placing and Placing and Open Offer announcement (RNS Number: 7857Z) released around 16:45 yesterday, unless the context provides otherwise.

For immediate release

REVOLUTION BARS GROUP PLC

Results of the Firm Placing and Placing

Revolution Bars Group plc (the "Group" or the "Company"), a leading UK operator of 66 premium bars, trading under the Revolution and Revolución de Cuba brands, is pleased to announce the results of its Bookbuild launched yesterday.

Subject to, inter alia, the necessary resolutions being passed at the General Meeting which is to be held on 14 June 2021, in aggregate, 105,001,866 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 £21 million (approximately £19.9 million net of expenses).

The 105,001,866 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 230,048,520 Ordinary Shares (assuming no other new Ordinary Shares are issued between now and Admission). The New Ordinary Shares will represent approximately 45.64 per cent. of the Enlarged Share Capital of the Company immediately following 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 100,000,000 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 43.47 per cent. of the Enlarged Share Capital of the Company immediately following Admission.

Placing and Open Offer

finnCap and Peel Hunt, as agents of the Company, have conditionally placed the 5,001,866 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 and Open Offer 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 2.17 per cent. of the Enlarged Share Capital of the Company immediately following 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 27 May 2021.

Directors' Participations

The following Directors of the Company have agreed to subscribe for in aggregate of 687,500 New Ordinary Shares at the Issue Price in the Firm Placing as follows:

Director

Number of New Ordinary Shares

Keith Edelman

200,000

Rob Pitcher

375,000

Danielle Davies

75,000

William Tuffy

37,500

 

(together, the "Participating Directors")

The Participating Directors are each a 'related party' of the Company for the purpose of the AIM Rules by virtue of their status as Directors of the Company. In accordance with Rule 13 of the AIM Rules, Jemima Bird, the only independent Director for this purpose, considers (having consulted with the Company's nominated adviser, finnCap) that the terms of the participation by the Participating Directors in the Firm Placing are fair and reasonable insofar as the Company's Shareholders are concerned.

The participation of Artemis Investment Management and Mark Ward in the Firm Placing and the Placing constitutes a 'related party transaction' under the AIM Rules, by virtue of both Artemis Investment Management and Mark Ward (and its affiliates) being classified as substantial shareholders in the Company. Jemima Bird, the only independent Director for this purpose, considers (having consulted with the Company's nominated adviser, finnCap) that the terms of the participation in the Firm Placing and Placing by Artemis Investment Management and Mark Ward are fair and reasonable insofar as the Company's Shareholders are concerned.

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 14 June 2021, and the Placing and Open Offer Agreement becoming unconditional in all respects. The Placing is not conditional on the Open Offer proceeding or on any minimum take-up under the Open Offer.

A further announcement will be made in due course confirming the publication of the Circular relating to the Fundraising which will include the 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:

"Thanks to the support of our shareholders and new investors, this successful fundraising will allow Revolution Bars to emerge from this period of disruption in a strong position with a fit for purpose balance sheet which provides us with ongoing financial flexibility and an excellent platform from which to deliver for all our shareholders.  We now have the firepower to deliver strong proven returns from the refurbishment of the remainder of our uninvested bars and the ability to take advantage of opportunities that undoubtedly will arise from a very dislocated market.

We have traded outstandingly since the initial restrictions have been lifted. We are now looking forward to the end of all restrictions and are excited about the next part of the journey delivering best in class entertainment and hospitality to our guests."

 

For further information, please contact:

 

Revolution Bars Group plc

Tel: 0161 330 3876

Rob Pitcher, CEO

Danielle Davies, CFO 


finnCap, Nominated Adviser and Joint Broker

Tel: 020 7220 0500

Matt Goode / Simon Hicks / Teddy Whiley (Corporate Finance)

Tim Redfern / Richard Chambers / Charlotte Sutcliffe (ECM) 


Peel Hunt, Joint Broker

Tel: 020 7418 8900

George Sellar / Andrew Clark / Will Bell (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 Danielle Davies, 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. 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, unless required to do so by applicable law or the AIM Rules.

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.

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