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 THAT JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY
CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE
AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7
OF THE CODE AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL
BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE
MADE
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR
IMMEDIATE RELEASE
26
March 2024
Revolution Bars Group
PLC
("the Company" or "the
Group")
Re: press
speculation
Revolution Bars Group PLC notes
recent press speculation. Following a period of external
challenges which have impacted the Company's business and trading
performance, the Board is actively exploring all the strategic
options available to it to improve the future prospects of the Group. These include a restructuring plan for certain parts of
the Group, a sale of all or part of the Group and any other avenue
to maximise returns for stakeholders. The
Company also confirms it is currently engaged with key shareholders
and other investors including Luke Johnson in respect of a
fundraising.
The Company continues to trade in
line with management's expectations.
Further announcements will be made,
as appropriate.
The Company is not in talks with,
nor in receipt of an approach from, any potential offeror relating
to an acquisition of the issued and to be issued share capital of
the Company.
The person responsible for arranging
the release of this announcement on behalf of the Company is Rob
Pitcher, CEO.
Enquiries:
Revolution Bars Group plc
Rob Pitcher, CEO
Danielle Davies, CFO
|
Via Instinctif
|
Cavendish Capital Markets Limited (NOMAD, Broker and Rule 3
Adviser)
Matt Goode / Simon Hicks / Teddy
Whiley (Corporate Finance)
Tim Redfern (Corporate
Broking)
|
Tel: 020 7220 0500
|
Instinctif (Financial PR)
Matt Smallwood / Justine Warren/Guy
Scarborough
|
Tel: 020 7457 2005/ 020 7457
2020
|
Inside Information
The information contained within
this announcement is deemed by the Company to constitute inside
information as stipulated under the Market Abuse Regulation (EU)
no. 596/2014 (as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018). On the publication of this
announcement via a Regulatory Information Service, this inside
information is now considered to be in the public
domain.
Notice related to financial adviser
Cavendish Capital Markets Limited
("Cavendish"), which is
authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for the Company and for no one else in
connection with the subject matter of this Announcement and will
not be responsible to anyone other than the Company for providing
the protections afforded to its clients or for providing advice in
relation to the subject matter of this announcement. Neither
Cavendish nor any of its subsidiaries, affiliates or branches owes
or accepts any duty, liability or responsibility whatsoever
(whether direct, indirect, consequential, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Cavendish in connection with this announcement, any statement or
other matter or arrangement referred to herein or
otherwise.
Offer Period
Following this announcement, the
Company is now considered to be in an "offer period" as defined in
the Code, and the dealing disclosure requirements as set out below
will apply.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any
person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any
person who is, or becomes, interested in 1% or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 pm (London time) on the business day following the date
of the relevant dealing.
If two or more persons act together
pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities
of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule
8.3.
Opening Position Disclosures must
also be made by the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror
companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in
the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the
Code, a copy of this announcement will be available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) at https://www.revolutionbarsgroup.om/investors/ by
no later than 12 noon (London time) on the business day following
the date of this announcement. The content of the website referred
to in this announcement is not incorporated into and does not form
part of this announcement.
Rule 2.9 information
In accordance with Rule 2.9 of the
Code, the Company confirms
that as at the close of business on 25 March 2024 its issued share
capital consisted of 230,048,520
ordinary shares of 0.1 pence each and held no
shares in treasury. The International Securities Identification
Number for the Company's ordinary shares is
GB00BVDPPV41.
Additional Information
This announcement is not intended
to, and does not, constitute or form part of any offer, invitation
or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant
to this announcement or otherwise. Any offer, if made, will be made
solely by certain offer documentation which will contain the full
terms and conditions of any offer, including details of how it may
be accepted. The distribution of this announcement in jurisdictions
other than the United Kingdom and the availability of any offer to
shareholders of the Company who are not resident in the United
Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of the
Company who are not resident in the United Kingdom will need to
inform themselves about, and observe any applicable
requirements