17 May
2024
Nightcap
plc
("Nightcap" or the
"Company")
Agreed changes to concert
party
Nightcap (AIM: NGHT), the owner and
operator of 46 premium bars, announces recent changes to the
composition of the concert party in respect of the
Company.
Under the City Code on Takeovers and
Mergers (the "Code")
published by the Panel on Takeovers and Mergers (the "Panel"), a concert party arises where
persons who, pursuant to an agreement or understanding (whether
formal or informal), co-operate to obtain or consolidate control
(as defined in the Code) of a company or to frustrate the
successful outcome of an offer for a company.
Certain persons will be presumed, as
set out in the Definitions in the Code, to be persons acting in
concert with other persons in the same category unless the contrary
is established, including shareholders in a private company who
sell their shares or interests in consideration for the issue of
new shares in a company to which the Code applies, or who, in
connection with an initial public offering or otherwise, become
shareholders in a company to which the Code applies.
At the time of its IPO on AIM on 13
January 2021, the Company stated in its AIM admission document,
that it had agreed with the Panel that a concert party (the
"IPO Concert Party")
existed in the context of the Company, including vendors of The
London Cocktail Club Limited and certain shareholders in the
Company prior to its IPO. The IPO Concert Party comprised each of:
Michael Willingham-Toxvaerd; Sarah Willingham-Toxvaerd; Tobias Van
der Meer; Lance Moir; John James Goodman; CGCC Ltd*; Ava Goodman;
James Hopkins; Greg Le Tocq; Raymond Blanc; David Moore; Phil
Wright; Andrew Lewis; John Lederer; and Joel Medrington. Judy
Draycott was subsequently added to the IPO Concert
Party.
The Company has now agreed with the
Panel that James Hopkins, Greg Le Tocq, Raymond Blanc, David Moore,
Phil Wright, Andrew Lewis, John Lederer and Joel Medrington are no
longer part of the IPO Concert Party. As a consequence, the
revised concert party (the "Revised Concert Party") now comprises
the following members:
|
Revised Concert Party Member
|
Number of ordinary shares in
the Company currently held
|
Percentage of the Company's
issued ordinary share capital
|
|
Michael
Willingham-Toxvaerd
|
12,552,501
|
5.35%
|
|
Sarah Willingham-Toxvaerd
|
21,686,584
|
9.25%
|
|
Tobias Van der Meer
|
9,050,000
|
3.86%
|
|
Lance Moir
|
360,000
|
0.15%
|
|
John James Goodman
|
15,130,845
|
6.45%
|
|
CGCC Ltd*
|
901,312
|
0.38%
|
|
Judy Draycott
|
43,478
|
0.02%
|
|
Ava Goodman
|
1,621,162
|
0.69%
|
|
Total
|
61,345,882
|
26.15%
|
*CGCC Ltd is beneficially owned and
controlled by John James Goodman.
The individual members of the
Revised Concert Party (as comprised pursuant to the table above)
can now acquire further shares in the Company without triggering an
obligation under Rule 9 of the Code to make an offer for the whole
of its issued share capital, provided that such acquisitions do not
cause the aggregate interest of the Revised Concert Party to reach
or exceed 30 per cent. of the Company's issued share
capital.
For
further enquiries:
|
Nightcap plc
Sarah Willingham / Richard Haley /
Gareth Edwards
|
email@nightcapplc.com
|
|
Allenby Capital Limited (Nominated Adviser and
Broker)
Nick Naylor / Alex Brearley / Piers
Shimwell (Corporate Finance)
Jos Pinnington / Amrit Nahal / Tony
Quirke (Sales and Corporate Broking)
|
+44 (0) 20 3328 5656
www.allenbycapital.com
|
|
Bright Star Digital (PR)
Pam Lyddon
|
https://www.brightstardigital.co.uk/
+44 (0) 7534 500 829
pamlyddon@brightstardigital.co.uk
|