Last checked at 14 Jun 2021 14:31
14 June 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THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF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 Circular to shareholders dated 27 May 2021 (the "Circular") unless the context provides otherwise.
For immediate release
REVOLUTION BARS GROUP PLC
Result of General Meeting
Director/PDMR Shareholding
and
Total Voting Rights
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 General Meeting held earlier today, where all Resolutions were duly passed.
General Meeting
A poll was conducted on each of the Resolutions proposed at the General Meeting and the number of votes cast for and against each of the Resolutions, and the number of votes withheld, are detailed below:-
For | Against | Withheld* | Total Votes Cast | |
Ordinary Resolution | ||||
1. To authorise the Directors to allot New Ordinary Shares in the Company in relation to the Fundraising | 53,982,327 (94.10%) | 3,381,952 (5.90%) | 5,701 | 57,364,279 |
Special Resolution | ||||
2. To disapply statutory pre-emption rights in relation to the Fundraising | 53,848,771 (93.87%) | 3,515,608 (6.13%) | 5,601 | 57,364,379 |
Ordinary Resolution | ||||
3. To authorise the Directors to allot new Ordinary Shares in the Company | 53,869,744 (93.91%) | 3,494,635 (6.09%) | 5,601 | 57,364,379 |
Special Resolutions | ||||
4. To disapply statutory pre-emption rights in relation to the issue of new Ordinary Shares | 53,857,191 (93.89%) | 3,507,188 (6.11%) | 5,601 | 57,364,379 |
5. To disapply statutory pre-emption rights in relation to an acquisition or specified capital investment | 53,876,879 (93.92%) | 3,487,500 (6.08%) | 5,601 | 57,364,379 |
(*A vote withheld is not a vote in law and is not counted in the calculation of the votes 'For' or 'Against' a resolution)
Total Voting Rights
It is expected that admission of the New Ordinary Shares to trading on AIM ("Admission") will become effective at 8:00 a.m. on 15 June 2021.
With effect from Admission, the Company will have in issue 230,048,520 Ordinary Shares and each Ordinary Share entitles the holder to a single vote at general meetings of the Company. The Company holds no Ordinary Shares held in treasury. The figure of 230,048,520 may be used by shareholders as the denominator for the calculation by which they determine if they are required to notify their interest in, or change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
Directors' shareholdings
The Company also notes that, as a result of their participation in the Fundraising, the shareholdings of certain Directors have been updated. On Admission, the interests of the Directors will be as follows:
Director | Position | New Ordinary Shares acquired in the Fundraising | Resultant holding in the Enlarged Share Capital | % interest in the Enlarged Share Capital |
Rob Pitcher | Chief Executive Officer | 375,000 | 775,000 | 0.34% |
Danielle Davies | Chief Financial Officer | 75,000 | 75,000 | 0.03% |
Keith Edelman | Non-Executive Chairman | 200,000 | 370,000 | 0.16% |
William Tuffy | Non-Executive Director | 37,500 | 90,760 | 0.04% |
Jemima Bird | Non-Executive Director | 0 | 7,500 | 0.003% |
Following the Company's previous Fundraising announced on 5 June 2020, William Tuffy's total final allocation of new Ordinary Shares in the Open Offer was incorrectly stated as 52,111 at that time. He has notified the Company that, prior to this Fundraising, he held 53, 260 Ordinary Shares in the Company. The above Directors' shareholdings table reflects the current beneficial holdings of William Tuffy, and each other Director, respectively.
The below notifications, made in accordance with the requirements of the EU Market Abuse Regulation (No 596/2014), give further details of the Directors' participation in the Fundraising.
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.
The Company makes the following announcements and notifications in accordance with the EU Market Abuse Regulation (No 596/2014):
1. | Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA') | |||||
a) | Name | Keith Edelman | ||||
2. | Reason for notification | |||||
b) | Position / status | Non-Executive Chairman | ||||
c) | Initial notification / amendment | Initial Notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
b) | Name | Revolution Bars Group plc | ||||
c) | LEI | 213800QG159LSTF5IH69 | ||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument
Identification code
| Ordinary shares of 0.1p each in the capital of Revolution Bars Group plc
ISIN: GB00BVDPPV41 | ||||
b) | Nature of the transaction | Participation in the Firm Placing of New Ordinary Shares
| ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information Aggregated volume Price | As above | ||||
e) | Date of the transaction | 15 June 2021 | ||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||
1. | Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA') | |||||
a) | Name | Rob Pitcher | ||||
2. | Reason for notification | |||||
b) | Position / status | Chief Executive Officer | ||||
c) | Initial notification / amendment | Initial Notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
b) | Name | Revolution Bars Group plc | ||||
c) | LEI | 213800QG159LSTF5IH69 | ||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument Identification code
| Ordinary shares of 0.1p each in the capital of Revolution Bars Group plc
ISIN: GB00BVDPPV41 | ||||
b) | Nature of the transaction | Participation in the Firm Placing of New Ordinary Shares
| ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information Aggregated volume Price | As above | ||||
e) | Date of the transaction | 15 June 2021 | ||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||
1. | Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA') | |||||
a) | Name | Danielle Davies | ||||
2. | Reason for notification | |||||
b) | Position / status | Chief Financial Officer | ||||
c) | Initial notification / amendment | Initial Notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
b) | Name | Revolution Bars Group plc | ||||
c) | LEI | 213800QG159LSTF5IH69 | ||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument Identification code
| Ordinary shares of 0.1p each in the capital of Revolution Bars Group plc
ISIN: GB00BVDPPV41 | ||||
b) | Nature of the transaction | Participation in the Firm Placing of New Ordinary Shares
| ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information Aggregated volume Price | As above | ||||
e) | Date of the transaction | 15 June 2021 | ||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||
1. | Details of Persons Discharging Managerial Responsibilities "PDMR" / person closely associated with them ('PCA') | |||||
a) | Name | William Tuffy | ||||
2. | Reason for notification | |||||
b) | Position / status | Non-Executive Director | ||||
c) | Initial notification / amendment | Initial Notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
b) | Name | Revolution Bars Group plc | ||||
c) | LEI | 213800QG159LSTF5IH69 | ||||
4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument Identification code
| Ordinary shares of 0.1p each in the capital of Revolution Bars Group plc
ISIN: GB00BVDPPV41 | ||||
b) | Nature of the transaction | Participation in the Firm Placing of New Ordinary Shares
| ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information Aggregated volume Price | As above | ||||
e) | Date of the transaction | 15 June 2021 | ||||
f) | Place of the transaction | London Stock Exchange, AIM Market (XLON) | ||||