NGHT Nightcap Ltd

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 IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 ("MAR") AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED.

30 May 2024

Nightcap plc

("Nightcap " or the "Company")

Statement of intention not to make an offer for Revolution Bars Group Plc ("Revolution Bars")

Nightcap notes, with disappointment, the announcement by Revolution Bars of 28 May 2024 in which Revolution Bars rejected a non-binding proposal by Nightcap of a share for share offer for the entire issued and to be issued share capital of Revolution Bars (the "Possible Offer").

After encouragement by both Revolution Bars shareholders and Nightcap shareholders, the Company engaged in discussions with Revolution Bars and invested significant time and resources to explore the Possible Offer. A non-binding proposal was submitted to the board of Revolution Bars on 17 May 2024 which, the board of Nightcap believes, presented an improved outcome for Revolution Bars' shareholders and a significantly de-leveraged position for its creditors.  At no point did Nightcap receive legal advice to suggest that this non-binding proposal was not capable of being delivered. The non-binding proposal did not include a fixed fundraising amount as Nightcap did not receive detailed financial information to help identify the cash requirements of Revolution Bars and the enlarged business until 21 May 2024.

The board of Nightcap believes that the Possible Offer, if it had been implemented, would have seen Revolution Bars' highly dilutive £12.5m fundraising (announced on 10 April 2024) replaced by a merger of the two businesses, allowing for Revolution Bars' shareholders to suffer less dilution and achieve more value from their investment. The Possible Offer would have included a fundraising and the implementation of the restructuring plan, as already planned and outlined in the announcement by Revolution Bars in its announcement on 10 April 2024 (the "Restructuring Plan"), to be followed by a combination of the Nightcap and Revolution Bars businesses as well as a sale of the Peach Pubs brand.

Having received the non-binding proposal the board of Revolution Bars and their advisers challenged Nightcap's proposal in relation to Revolution Bars own short term funding requirements, due to the extended period required for the combination of the Nightcap and Revolution Bars businesses to be implemented.

On 23 May 2024 Nightcap was advised that, after careful consideration by the board of Revolution Bars, a number of its stakeholders and advisers, Revolution Bars were rejecting Nightcaps' non-binding proposal. 

Nightcap respects that the board of Revolution Bars wish to pursue a different outcome and as a result Nightcap today confirms that it does not intend to make an offer for the entire issued and to be issued share capital of Revolution Bars. This is a statement to which Rule 2.8 of the Code applies.

As noted in the Company's announcement of 22 May 2024, the board of Nightcap believes that with five acquisitions in just over three years it is very well placed to continue executing on its consolidation strategy. The board also believes that opportunities for further consolidation in the late night sector will continue to arise in the coming year as the sector moves from incremental M&A activity to a fundamental structural transformation as many of the operators in the sector are going through significant change.

Rule 2.8 of the Code

For the purposes of Note 2 on Rule 2.8 of the Code, Nightcap and any person(s) acting in concert with it reserve the right to make or participate in an offer for Revolution Bars (and/or take any other actions which would otherwise be restricted under Rule 2.8 of the Code) within the next six months following the date of this announcement:

(i)            with the agreement of the board of directors of Revolution Bars;

(ii)          following the announcement of a firm intention to make an offer for Revolution Bars by or on behalf of a third party;

(iii)         following the announcement by Revolution Bars of a Rule 9 waiver proposal (as described in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover (as defined in the Code); or

(iv)         where the Takeover Panel has determined that there has been a material change of circumstances.

Contacts:

Additional information

Allenby Capital Limited ("Allenby Capital"), is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Allenby Capital is acting as financial adviser exclusively for the Company and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Allenby Capital or its affiliates, or for providing advice in relation to the contents of this announcement or any other matter referred to herein.