Last checked at 17 Oct 2017 11:44
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN
FOR IMMEDIATE RELEASE
17 October 2017
RECOMMENDED CASH OFFER FOR
REVOLUTION BARS GROUP PLC ("REVOLUTION")
by
STONEGATE PUB COMPANY LIMITED ("STONEGATE")
RESULTS OF COURT MEETING AND GENERAL MEETINGAND LAPSING OF SCHEME
Revolution announces that, at the Court Meeting and the General Meeting held earlier today, the requisite resolutions were not passed and, therefore, the Scheme has lapsed.
The Scheme Court Hearing to sanction the Scheme, scheduled for 20 October 2017, will not take place.
The Board remains confident regarding the underlying strength of the Revolution business and its ability to operate and grow as a standalone business, not least given the scale and strength of Revolution's new venue pipeline and the returns achieved by new venues opened in the last two years. The Board considers that its clear and focused strategy, the quality of Revolution's sites and customer proposition, and the talent within the business, leave the business well placed for further growth. Revolution is proud that it has delivered 16 consecutive quarters of like-for-like sales growth. The Board is pleased that the management team is now able fully to focus on running the business, starting with the successful delivery of the important Christmas trading period. The Board would like to thank shareholders for their support of the business during this extended offer period and will work tirelessly to deliver its strategy and to maximise shareholder value.
The result of the vote at the Court Meeting was as follows:
Number of Scheme Shareholders who voted | % of Scheme Shareholders who voted* | Number of Scheme Shares voted | % of Scheme Shares voted* | Number of Scheme Shares voted as a % of the issued share capital* | |
For | 28 | 56.00 | 13,874,369 | 46.24 | 27.75 |
Against | 22 | 44.00 | 16,131,693 | 53.76 | 32.26 |
Total | 50 | 100.00 | 30,006,062 | 100.00 | 60.01 |
* Rounded to two decimal places.
The result of the vote at the General Meeting was as follows:
Number of Revolution Shares voted | % of Revolution Shares voted** | Number of Revolution Shares voted as a % of the issued ordinary share capital** | |
For | 18,291,712 | 61.03 | 36.58 |
Against | 11,681,115 | 38.97 | 23.36 |
Withheld* | 412,991 | N/A | N/A |
Total | 29,972,827 | 100.00 | 59.95 |
* A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' the special resolution.
** Rounded to two decimal places.
Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the scheme document published by Revolution on 20 September 2017 in relation to the Offer (the "Scheme Document").
Enquiries:
Revolution | |
Keith Edelman Mark McQuater Mike Foster
| +44 (0) 161 330 3876
|
Numis (Revolution's Financial Adviser and Corporate Broker) | |
Stuart Ord Oliver Cardigan Mark Lander
| +44 (0) 20 7260 1000
|
Instinctif (Revolution's PR Adviser): | |
Matthew Smallwood Tim Linacre | +44 (0) 7831 379122 +44 (0) 7949 939237
|
Important Notices
Numis, which is authorised and regulated by the Financial Conduct Authority, is acting exclusively as financial adviser and corporate broker to Revolution and no one else in connection with the Offer and shall not be responsible to anyone other than Revolution for providing the protections afforded to clients of Numis nor for providing advice in connection with the Offer or any matter referred to herein. To the fullest extent permitted by law, neither Numis nor any of its connected persons owe any duty to the recipient in connection with the recipient's use of this announcement.
This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date.
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on Revolution's website at www.revolutionbarsgroup.com by no later than 12.00 noon on the business day following this announcement. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this announcement.
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