Last checked at 11 Jun 2020 07:00
THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF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.
Defined terms used in this announcement have the meanings given to them in the Circular posted to shareholders yesterday evening, unless the context provides otherwise.
For immediate release
REVOLUTION BARS GROUP PLC
Posting of Circular and Notice of General Meeting
Revolution Bars Group plc, a leading UK operator of 74 premium bars, trading under the 'Revolution' and 'Revolución de Cuba' brands, announces that further to the announcement on 5 June 2020 regarding its intention to raise approximately £15.0 million in gross proceeds by way of a Firm Placing and Placing and Open Offer and the proposed cancellation of the admission of the Company's Ordinary Shares to listing on the FCA's Official List and to trading on the London Stock Exchange's Main Market and the Company's Enlarged Issued Share Capital being admitted to trading on AIM, posted a circular to shareholders yesterday evening (the "Circular").
The Circular contains a notice convening a general meeting of the Company (the "General Meeting") to be held at 10.00 a.m. on 26 June 2020 at the Company's Southern Office at Revolution Bars Group plc, Maxwell Road, Beaconsfield, Buckinghamshire HP9 1QX.
Compulsory UK Government measures are currently in force requiring people to stay at home except for certain limited reasons and prohibiting, among other things, public gatherings of more than six people. Arrangements for the General Meeting remain subject to the Stay at Home Measures. If restrictions on public gatherings remain in force as at the date of the General Meeting, shareholders must not attend the General Meeting in person, and we will refuse entry to anyone who seeks to attend in person. Shareholders are strongly encouraged to register their vote in advance by appointing the Chairperson of the meeting as their proxy and giving voting instructions.
The situation is constantly evolving, and the UK Government may change current restrictions or implement further measures. Any changes to the General Meeting arrangements will be communicated through the Company's website and, where appropriate, by Regulatory Information Service announcement.
A copy of the Circular (including the notice of General Meeting) will shortly be available from the Company's website, www.revolutionbarsgroup.com, has also been submitted to the National Storage Mechanism and will be available shortly at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Expected Timetable of Principal Events
Each of the times and dates in the table below is indicative only and may be subject to change:
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Record Date for entitlement to participate in the Open Offer | 4 June |
Announcement of the Transactions | 5 June |
Announcement of the results of the bookbuild/results of the Firm Placing and the Placing | 5 June |
Ex-entitlement Date for the Open Offer | 7.00 a.m. on 9 June |
Basic Entitlements and Excess CREST Open Offer Entitlements credited to CREST stock accounts of Qualifying CREST Shareholders | 8.00 a.m. on 10 June |
Publication and despatch of the Circular, the Form of Proxy and, to Qualifying Non-CREST Shareholders, the Application Form | 10 June |
Latest time for depositing Basic Entitlements and Excess CREST Open Offer Entitlements into CREST | 3.00 p.m. on 18 June |
Recommended latest time and date for requesting withdrawal of Basic Entitlements and Excess CREST Open Offer Entitlements from CREST | 4.30 p.m. on 19 June |
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) | 3.00 p.m. on 23 June |
Latest time and date for receipt of Forms of Proxy and CREST Proxy Instructions for the General Meeting | 10.00 a.m. on 24 June |
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate) | 11.00 a.m. on 25 June |
Announcement of the result of the Open Offer | 25 June |
General Meeting | 10.00 a.m. on 26 June |
Announcement of the result of the General Meeting | 26 June |
Publication of AIM Schedule One announcement | 26 June |
Pre-cancellation notice period | 29 June - 24 July |
Last day of dealings in Existing Ordinary Shares on the Main Market | 24 July |
Cancellation of listing of Existing Ordinary Shares on the Official List | 8.00 a.m. on 27 July |
AIM Admission and commencement of dealings in the Enlarged Share Capital on AIM | 8.00 a.m. on 27 July |
New Ordinary Shares in uncertificated form expected to be credited to accounts in CREST (uncertificated holders only) | 8.00 a.m. on 27 July |
Expected date of despatch of definitive share certificates for the New Ordinary Shares in certificated form (certificated holders only) by | 15 August |
For further information, please contact:
Revolution Bars Group plc | Tel: 0161 330 3876 |
Rob Pitcher, CEO Mike Foster, CFO |
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finnCap, Joint Broker | Tel: 020 7220 0500 |
Matt Goode / Simon Hicks / Teddy Whiley (Corporate Finance) Tim Redfern / Richard Chambers (ECM) |
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Peel Hunt, Joint Broker | Tel: 020 7418 8900 |
George Sellar / Andrew Clark (Corporate Finance) Al Rae / Sohail Akbar (ECM) |
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Instinctif (Financial PR) | Tel: 07831 379122 |
Matt Smallwood Jack Devoy |
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IMPORTANT NOTICES
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.