RBG The Revel Collective Plc

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 ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO 596/2014, AS AMENDED. UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN

For immediate release.

14 May 2024

Revolution Bars Group plc

(the "Company" or the "Group")

Update re FSP and M&A Process

Revolution Bars Group plc (AIM: RBG), a leading operator of premium bars and gastro pubs, trading mainly under the Revolution, Revolucion de Cuba and Peach Pubs brands, provides an update to shareholders regarding Phase 1 of the FSP and M&A Process announced on 10 April 2024.

Update re FSP & M&A Process

As noted in the announcement of 7 May 2024, following commencement of the FSP, 42 parties were invited to participate in the FSP, of which 32 agreed to participate in the FSP.

The Board confirms that as at the date of this announcement phase 1 of the FSP and M&A process has not resulted in any proposals relating to the acquisition of the entire issued share capital of the Company, or the acquisition of the Company's assets as a whole via a single transaction. 

In the FSP and M&A process the Group has received a number of proposals in relation to certain of the Company's assets, including, but not limited to, the acquisition of certain of its subsidiaries and/or the businesses and/or assets owned or operated by certain of the Company's subsidiaries. However, none of the proposals presented (or any combination thereof) would result in a financial return to Shareholders.

The Board continues to explore the FSP and M&A process, alongside the Company's other strategic options. As noted in the announcement of 10 April 2024, these other options include a Fundraising supported by existing and new shareholders which is conditional on (amongst other things) the successful implementation of a Restructuring Plan by Revolution Bars Limited.

The Board notes that, should the Restructuring Plan proceed and be sanctioned by the Court, it would preserve value for the Company's current Shareholders, acknowledging the dilutive effect of the Fundraising for those Shareholders who have not participated in it pro rata to their current shareholdings.

The Board further notes that the Fundraising will require the approval of the Company's shareholders in the General Meeting. Shareholder approval of the Fundraising would enable the Restructuring Plan to be progressed but would not preclude the Directors from exploring any other option that may deliver a superior outcome to the Restructuring Plan. The Directors will also consider any proposal made by Nightcap Plc.

Accordingly, the approval of the Fundraising by Shareholders will enable the Directors to maintain maximum optionality in seeking the best outcome for all stakeholders, including Shareholders.

Further details of the General Meeting will be announced in due course. 

Terms not otherwise defined herein shall have the meanings given to them in the Company's circular to shareholders dated 15 April 2024, which remains available at the Company's website at https://www.revolutionbarsgroup.com/media/1464/revolution-bars-group-circular.pdf.

For further information, please contact:

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.

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.

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.