THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN,
AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC
OF IRELAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL
NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY
SHARES OF REVOLUTION BARS GROUP PLC IN THE UNITED STATES, CANADA,
JAPAN, NEW ZEALAND, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE
REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN
OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE,
NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE
MADE.
Revolution Bars Group
Plc
(the
"Company" or the "Group")
Proposed Restructuring
Plan,
Fundraising to raise up to
£12.5 million
via Firm Placing of up to
389,000,000 Ordinary Shares
Subscription of up to
661,000,000 Ordinary Shares,
Placing and Open Offer of up
to 201,292,455 Ordinary Shares,
Each at a price of 1.0 pence
per Ordinary Share,
Launch of Formal Sale
Process
and
Notice of General Meeting
Revolution Bars Group plc, a leading
operator of premium bars and gastro pubs, trading mainly under the
Revolution, Revolucion de Cuba and Peach Pubs brands announces
that, following a period of external challenges which have impacted
the Company's business and trading performance, the Board has
considered all the strategic options available to it. The Board has
concluded that it is in the best interest of the Company to support
the proposal by Revolution Bars Limited ("RBL" or the "Plan Company"), a subsidiary of the
Group, of a Restructuring Plan alongside a number of additional
measures to be implemented across the Group to re-shape its
business as well as exploring, in parallel, a formal sale process
pursuant to the Takeover Code ("Formal Sale Process" or "FSP"), in order to deliver the best
outcome for stakeholders.
In order to fund the potential
Restructuring Plan and provide additional working capital for the
Group, the Board has concluded, having undertaken a detailed review
of the Group's financial forecasts and expected trading
performance, that the Company needs to raise additional equity
capital from new and existing investors via an equity raise. The
Company hereby announces a firm placing ("Firm Placing"), subscription ("Subscription") and placing
("Placing") and open offer
("Open Offer") of up to, in
aggregate, 1,251,292,455 new ordinary shares of 0.1 pence each in
the Company ("New Ordinary
Shares") at a price of 1.0 pence per new Ordinary Share
("Issue Price") to raise
gross proceeds of approximately £10.5 million (or such other amount
as the Company and Cavendish may agree) under the Firm Placing and
Subscription, and up to approximately £2.0 million under the
Placing and Open Offer (the Firm Placing, Subscription and Placing
and Open Offer together, the "Fundraising").
The Fundraising is conditional on, amongst others, the
Restructuring Plan being sanctioned by the Court and there being
(i) no outstanding application for permission to appeal the order
21 days following the order being made, or (ii) in the event
of any application for permission to appeal, such application has
been unsuccessful, refused, withdrawn or discontinued, in each case
on or before the Long Stop Date or such later date as may be
provided for in the documents which govern the
Fundraising.
Without the additional funding
proposed to be raised in connection with the Fundraising and
without the cost savings delivered through the proposed
Restructuring Plan, the Board anticipates that the Group will face
liquidity pressures from Q1 FY25 onwards.
As an alternative to the potential
Restructuring Plan, the Company has today launched the Formal Sale
Process, to explore whether a sale of the Company will provide a
more beneficial outcome for stakeholders than the Restructuring
Plan. In addition, the Company is exploring whether a sale of one
or more of the Company's subsidiaries, or the business and assets
of one or more of the Company's subsidiaries, including the Plan
Company, will provide a more beneficial outcome for stakeholders
than the Restructuring Plan (the "M&A Process").
Highlights
· Proposed Fundraising to raise up to £10.5 million via a Firm
Placing and Subscription and up to approximately £2.0 million via
the Placing and Open Offer.
· Cornerstone investments of £9.5 million, being £3.0 million
from Luke Johnson, £3.0 million from Robus SCSp, SICAV-FIAR - Robus
Recovery Fund II ("Robus")
and £3.5 million from three key existing shareholders.
· The Firm Placing and the Placing will be conducted by
Cavendish through an accelerated bookbuilding process (the
"ABB") which will be
launched immediately following this announcement.
· The Fundraising proceeds will be used to fund the
implementation of the Restructuring Plan, which will primarily
impact the Revolution branded sites, provide additional working
capital to the Company and is expected to enable the Company to
recommence a site refurbishment programme from FY26 for the Group's
bars and pubs and exploration of site acquisition opportunities for
its Peach and De Cuba trading sites should the Restructuring Plan
be successful.
· The proposed Restructuring Plan, if sanctioned, would enable
significant Adj. EBITDA improvement (£3.8 million expected in first
year) through site rationalisation, rent reductions and other
tangible central cost savings. It would also enable a deleveraging
of the Company (to less than 2x LTM EBITDA anticipated by the end
of FY26).
· In addition to the central costs savings identified (equating
to an approximately £0.9 million FY25 Adj. EBITDA benefit and
included within the expected £3.8 million Adj. EBITDA benefit
detailed above) the Company intends to identify up to a further
£2.0 million of annual cost savings.
· It is proposed that Luke Johnson will join the Board as a
non-executive director in the first instance following
implementation of the Restructuring Plan and the Fundraising with a
view to him being proposed to take the role of Chairman at the
Company's annual general meeting in 2024. Further details will be
provided in a further announcement in due course.
· The Lender has also indicated its willingness to provide
c.£6.9 million of support prior to and as part of the Restructuring
Plan via:
o a
£4.0 million write-off of existing debt;
o the
deferral of 12 months of interest through conversion to Payment in
Kind (or "PIK"), which is
estimated, based on the latest Company projections, to total £2.2
million;
o c.£0.7 million of additional working capital support by
allowing the Group to retain proceeds from the sale of an office;
and
o Suspension of the minimum liquidity covenant from April 2024
to April 2025.
· In addition, it is proposed that the Lender will be granted
warrants ("Warrants") to
subscribe for up to 149,634,097 new Ordinary Shares ("Warrant Shares") at an exercise price
of 0.1 pence per Warrant Share subject to certain conditions
including an exercise condition that the volume weighted average
price of the Company's Ordinary Shares equals at least 4.0 pence
per Ordinary Share for a period of 60 consecutive calendar
days and (ii) the Company having completed
a refinancing of its debt facilities.
· Pursuant to the Open Offer, Qualifying Shareholders will have
an opportunity to subscribe for an aggregate of approximately 201
million Open Offer Shares at the Issue Price on the basis of 7 Open
Offer Shares for every 8 Existing Ordinary Shares held on the
Record Date. In addition, the Open Offer presents Qualifying
Shareholders with an opportunity, provided that they take up their
Basic Entitlements in full, to apply for additional Open Offer
Shares through the Excess Application Facility.
· Directors to participate in the Fundraising for an aggregate
amount of approximately £120,500. Director participations in the
Firm Placing will be confirmed in the announcement to be made
following the closing of the ABB.
· In order to explore whether a potential sale of the Company or
any of its business, assets and/or subsidiaries would provide a
better outcome for stakeholders than the Restructuring Plan, the
Company is, simultaneously, launching a Formal Sale Process (as
referred to in Note 2 on Rule 2.6 of the Takeover Code) and an
M&A Process (more details of each of these are set out
below).
· Discussions with stakeholders likely to be affected by the
potential Restructuring Plan will commence in the coming
days.
The
Fundraising
The Firm Placing and the Placing are
being conducted by Cavendish Capital Markets Limited ("Cavendish") by way of an ABB. The
timing for the close of the ABB and allocation of the Firm Placing
Shares and the Placing Shares shall be at the absolute discretion
of Cavendish, in consultation with the Company. The final number of
Firm Placing Shares and the Placing Shares to be issued pursuant to
the Firm Placing and the Placing, respectively, will be agreed by
Cavendish and the Company at the close of the ABB. The result of
the Firm Placing and the Placing will be announced as soon as
practicable thereafter.
In accordance with the terms of the
placing agreement between the Company and Cavendish ("Placing Agreement"), the Fundraising is
conditional upon, amongst other things, (i) the Restructuring Plan
being sanctioned by the Court and there being (a) no outstanding
application for permission to appeal the order 21 days following
the order being made, or (b) in the event of any application for
permission to appeal, such application has been unsuccessful,
refused, withdrawn or discontinued, in each case on or before the
Long Stop Date or such later date as may be provided for in the
documents which govern the Fundraising., (ii) the Subscription
Agreements not having been terminated in accordance with their
terms (as described below), (iii) the passing of the Fundraising
Resolutions to be set out in the Notice of General Meeting (without
material amendment) and (iv) the Placing Agreement not having been
terminated in accordance with its terms prior to Admission
occurring on or around 3 September 2024 (but no later than the Long
Stop Date).
The Company has also entered into
the Subscription Agreements with four key investors in relation to
the Subscription. These agreements contain customary
conditions (noting that certain subscribers
have the benefit of conditions pertaining to the financial benefit
to be derived by the Group should the Restructuring Plan be
implemented).
It is anticipated that the New
Ordinary Shares will represent approximately 84.6 per cent. of the
Company's issued ordinary share capital following Admission
(assuming full take up under the Firm Placing, Subscription, the Placing and the Open
Offer). If the Warrants to be issued are
exercised in full, the Warrant Shares issued pursuant to such
exercise will represent 10.0 per cent. of the Company's issued
share capital immediately after Admission. The Issue Price of 1.0 pence per New Ordinary Share represents
a discount of approximately 16.7 per cent. to the closing
mid-market price of 1.2 pence per Ordinary Share on 28 March 2024,
being the last trading day immediately preceding the suspension of
the trading of the Company's Ordinary Shares on AIM at 08:00 on 2
April 2024 ("Suspension").
The New Ordinary Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid in respect of such New
Ordinary Shares after the date of their admission to trading on
AIM.
Cavendish is acting as broker and
bookrunner in connection with the Firm Placing and the Placing and
as nominated adviser to the Fundraising. The Fundraising is not
underwritten.
The appendix to this Announcement
(which forms part of this Announcement) contains the detailed terms
and conditions of the Firm Placing and the Placing.
The
Formal Sale Process
The Board has appointed Cavendish as
its independent financial adviser for the purposes of Rule 3 of the
Code in relation to the Formal Sale Process. The Board has
appointed FTI Consulting as its financial adviser in relation to
the M&A Process.
The Panel on Takeovers and Mergers
(the "Takeover Panel") has
agreed that any discussions with third parties may be conducted
within the context of a Formal Sale Process. Accordingly, it
has granted a dispensation from the requirements of Rules 2.4(a),
2.4(b) and 2.6(a) of the Code such that any interested party
participating in the Formal Sale Process will not be required to be
publicly identified under Rules 2.4(a) or 2.4(b) as a result of
this announcement and any interested party participating in the
Formal Sale Process will not be subject to the 28-day deadline
referred to in Rule 2.6(a) of the Code for so long as it is
participating in the Formal Sale Process. Further to the Company's
announcement of the 26 March 2024, the Company is considered to be
in an "offer period" as defined in the Code, and the dealing
disclosure requirements set out below will apply.
Parties with a potential interest in
a transaction should contact FTI Consulting in the first instance,
whose details are set out below. Following the initial
contact with FTI Consulting, parties with a potential interest in
making an offer for the ordinary shares of the Company pursuant to
the Takeover Code via the Formal Sale Process will be referred to
Cavendish, whose details are set out below.
The Company intends to conduct a
targeted process and any party interested in participating in the
Formal Sale Process or the M&A Process will, at the appropriate
time, as a condition to participation in the Formal Sale Process or
the M&A Process be required to enter into a non-disclosure
agreement with the Company on terms satisfactory to the Board of
the Company. The Company then intends to provide such interested
parties with certain information on the Company and its business
and assets following which interested parties will be invited to
submit indicative proposals.
Further announcements regarding
timings of subsequent steps for the Formal Sale Process and the
M&A Process will be made as appropriate.
The Company is not currently in any
discussions with any potential offeror relating to an acquisition
of the issued and to be issued share capital of the
Company. There can be no certainty that an
offer will be made, nor as to the terms on which any offer will be
made.
The Board of the Company reserves
the right to alter or terminate the Formal Sale Process and/or the
M&A Process at any time and if it does so it will make an
announcement as appropriate. The Board of the Company also reserves
the right to reject any approach or terminate discussions with any
interested party at any time (without liability to any
person).
The
Takeover Code
The Takeover Code applies to quoted
public companies which have their registered office in the UK, the
Channel Islands or the Isle of Man and, in addition, unquoted
public companies which have their registered office in the UK, the
Channel Islands, or the Isle of Man and whose central management
and control remain in the UK, the Channel Islands or the Isle of
Man. Accordingly, the Takeover Code applies to the Company. Under
the Takeover Code, if an acquisition of Ordinary Shares or
interests therein were to increase the aggregate holding of the
acquirer and its concert parties to interests in shares carrying 30
per cent. or more of the voting rights in the Company, the acquirer
and, depending on circumstances, its concert parties would be
required (except with the consent of the Takeover Panel) to make a
cash offer for the outstanding shares in the Company at a price not
less than the highest price paid for interests in shares by the
acquirer or its concert parties during the previous 12
months.
This requirement would also be
triggered by any acquisition of New Ordinary Shares and/or interest
therein by a person holding (together with its concert parties)
Ordinary Shares carrying between 30 and 50 per cent. of the voting
rights in the Company if the effect of such acquisition was to
increase that person's percentage of the total voting rights of the
Company.
Commenting on the Fundraising, Rob Pitcher, CEO of Revolution
Bars Group plc, said:
"Following a period of macro-economic and external challenges
which has impacted both the Company and disproportionately its
Revolution brand's young customer base and consequently our
trading, the Board has had to consider all strategic options for
the Group to improve its future prospects and provide the best
outcome for all stakeholders. After much consideration, the
Board concluded that a plan to restructure the business, together
with a fundraising of up to £12.5 million and to simultaneously
launch a formal sale process would deliver the best
value.
"We are driven by the imperative to deliver to stakeholders a
business which is fit for purpose in today's environment, better
balanced and financed in a way to provide a sustainable long-term
future for the Group which, in time, has the opportunity to grow
and flourish again."
General Meeting and Shareholder Approval
For the New Ordinary Shares and the
Warrant Shares to be issued on exercise of the Warrants to be
admitted to trading on AIM, Shareholder approval is
required:
a) by way of
ordinary resolution to give the Directors authority to allot the
New Ordinary Shares and the Warrant Shares; and
b) by way of a
special resolution to disapply statutory pre-emption rights in
respect of the New Ordinary Shares and the Warrant
Shares.
The authorities referred to above
are in addition to the Company's existing general shareholder
authorities to allot Ordinary Shares for cash on a non-pre-emptive
basis.
In order to obtain the necessary
shareholder approval, a General Meeting is to be held at 11:00 a.m.
on 2 May 2024 at which the Resolutions will be proposed. A Circular
containing a notice of General Meeting is expected to be sent to
shareholders on 15 April 2024. The shareholder Circular and notice
of General Meeting will be made available on the Company's website
at https://www.revolutionbarsgroup.com/investors/.
EXPECTED TIMETABLE OF KEY
EVENTS
|
|
|
2024
|
Record Date for entitlement to
participate in the Open Offer
|
|
6.00 p.m.
on 9 April
|
Announcement of the
Fundraising
|
|
intra-day
on 10 April
|
Announcement of the Result of
Fundraising
|
|
by 11
April
|
Ex-entitlement Date for the Open
Offer
|
|
11
April
|
Publication and despatch of the
Circular, the form of proxy and, to Qualifying Non-CREST
Shareholders, the Application Form
|
|
15
April
|
Basic Entitlements and Excess CREST
Open Offer Entitlements credited to CREST stock accounts of
Qualifying CREST Shareholders
|
|
8.00 a.m.
on 16 April
|
Recommended latest time and date for
requesting withdrawal of Basic Entitlements and Excess CREST Open
Offer Entitlements from CREST
|
|
4.30 p.m.
on 24 April
|
Latest time for depositing Basic
Entitlements and Excess CREST Open Offer Entitlements into
CREST
|
|
3.00 p.m.
on 25 April
|
Latest time and date for splitting
Application Forms (to satisfy bona fide market claims
only)
|
|
3.00 p.m.
on 26 April
|
Latest time and date for receipt of
proxy votes to be valid at the General Meeting
|
|
11.00 a.m.
on 30 April
|
Latest time and date for receipt of
completed Application Forms and payment in full under the Open
Offer or settlement of relevant CREST instructions (as
appropriate)
|
|
11.00 a.m.
on 30 April
|
Announcement of the result of the
Open Offer
|
|
30
April
|
General Meeting
|
|
11.00 a.m.
on 2 May
|
Announcement of the result of the
General Meeting
|
|
2
May
|
Admission and commencement of
dealings in the New Ordinary Shares on AIM
|
|
8.00 a.m.
on 3 September
|
New Ordinary Shares in
uncertificated form expected to be credited to accounts in CREST
(uncertificated holders
only)
|
|
8.00 a.m.
on 3 September
|
Expected date of despatch of
definitive share certificates for the New Ordinary Shares in
certificated form (certificated holders only)
|
|
by 10
September
|
Long Stop Date
|
|
30
September
|
Notes
1. Each of the times and dates set out
in the above timetable and mentioned in this announcement is
subject to change by the Company (with the agreement of Cavendish),
in which event details of the new times and dates will be notified
to London Stock Exchange plc and the Company will make an
appropriate announcement to a Regulatory Information
Service.
2. All events listed in the above
timetable following the General Meeting are conditional on, inter
alia, the passing of the Resolutions at the General
Meeting.
3. References to times in this
announcement are to London time (unless otherwise
stated).
FUNDRAISING
STATISTICS
|
Market price per Existing Ordinary
Share(1)
|
|
1.2
pence
|
Issue Price per New Ordinary
Share
|
|
1.0
pence
|
Discount to the market price of an
Existing Ordinary Share(2)
|
|
16.7 per cent.
|
Entitlement of Qualifying
Shareholders under the Open Offer
|
|
7
Open Offer Shares for every 8 Existing Ordinary Shares held
|
Number of Ordinary Shares in issue
as at the Latest Practicable Date
|
|
230,048,520
|
Number of New Ordinary Shares to be
issued by the Company pursuant to the Firm Placing
|
|
Up to
389,000,000
|
Number of New Ordinary Shares to be
issued by the Company pursuant to the Subscription
|
|
661,000,000
|
Maximum number of New Ordinary
Shares to be issued by the Company pursuant to the Placing and Open
Offer
|
|
Up to
201,292,455
|
Number of New Ordinary Shares to be
issued by the Company pursuant to the
Fundraising(3)
|
|
Up to
1,251,292,455
|
Maximum number of Warrants over
Ordinary Shares to be issued
|
|
Up to
149,634,097
|
Enlarged Share Capital immediately
following completion of the Fundraising(3)
|
|
Up to
1,496,340,975
|
Maximum New Ordinary Shares as a
percentage of the Enlarged Share Capital(3) A
|
|
84.5 per cent.
|
Maximum gross proceeds of the Firm
Placing and Subscription
|
|
£10,500,000
|
Maximum gross proceeds of the
Placing and Open Offer
|
|
Up to
£2,012,925
|
Net proceeds of the Fundraising
receivable by the Company (after expenses)(3)
|
|
£11.6 million
|
Approximate market capitalisation at
Admission at the Issue Price(3)
|
|
£15.0
million
|
TIDM
|
|
RBG
|
Ordinary Shares
|
|
|
ISIN
|
|
GB00BVDPPV41
|
SEDOL
|
|
BVDPPV4
|
Open Offer Basic
Entitlements
|
|
|
ISIN
|
|
GB00BQXHTN57
|
SEDOL
|
|
BQXHTN5
|
Open Offer Excess
Entitlements
|
|
|
ISIN
|
|
GB00BQXHTP71
|
SEDOL - Open Offer Excess
Entitlements
|
|
BQXHTP7
|
LEI
|
|
213800QG159LSTF5IH69
|
Notes:
(1)
Closing mid-market price on the London Stock Exchange's Daily
Official List on the 28 March 2024, being the last trading day
before the Suspension.
(2)
Being the percentage premium which the Issue Price represents to
the Closing Price on the 28 March 2024, being the last trading day
before the Suspension.
(3)
Assumes that no further Ordinary Shares are issued as a result of
the exercise of any options or awards vesting under any Share Plan
between 28 March 2024 (being the last trading day before the
Suspension) and completion of the Fundraising and that the gross
proceeds of the Firm Placing and Subscription, in aggregate, is
£10.5 million, being the minimum under the Fundraise, and full take
up under the Placing and the Open Offer.
Enquiries:
Revolution Bars Group plc
Rob Pitcher, CEO
Danielle Davies,
CFO
|
Tel: 0161 330 3876
|
Cavendish Capital Markets Limited (Financial and Rule 3
Adviser, Nominated Adviser, Broker and
Bookrunner)
Matt Goode / Simon Hicks / Teddy
Whiley / Hamish Waller (Corporate Finance)
Tim Redfern (Corporate
Broking)
|
Tel: 020 7220 0500
|
FTI
Consulting (Financial Adviser)
Ben Hughes
Callum Greig
|
Tel: 020 3077 0426
ben.hughes@fticonsulting.com
callum.greig@fticonsulting.com
|
Instinctif (Financial PR)
Matthew Smallwood / Justine
Warren
020 7457 2010
|
Tel: 020 7457 2005
|
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. The
person responsible for making this announcement on behalf of the
Company is Rob Pitcher, CEO.
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.
FTI Financial Services Limited
("FTI Consulting") is
authorised and regulated by the Financial Conduct Authority and is
acting exclusively for the Company with respect to a potential
transaction and will not be responsible to anyone other than the
Company. Neither FTI Consulting 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 FTI Consulting 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.
Revolution Bars Group
Plc
(the
"Company" or the "Group")
Proposed Restructuring
Plan,
Fundraising to raise up to
£12.5 million
via Firm Placing of up to
389,000,000 Ordinary Shares
Subscription of up to
661,000,000 Ordinary Shares,
Placing and Open Offer of up
to 201,292,455 Ordinary Shares,
Each at a price of 1.0 pence
per Ordinary Share,
Launch of Formal Sale
Process
1. INTRODUCTION
The Company announces that,
following a period of external challenges which have impacted the
Company's business and trading performance, the Board has
considered all the strategic options available to it. The Board has
concluded that it is in the best interest of the Company to support
the proposal of a Restructuring Plan by Revolution Bars Limited
("RBL" or the "Plan Company") alongside a number of
additional measures to be implemented across the Group to re-shape
its business, as well as exploring in parallel, a Formal Sale
Process, in order to deliver the best outcome for
stakeholders.
In order to fund the potential
Restructuring Plan and provide additional working capital for the
Group, the Board has concluded, having undertaken a detailed review
of the Group's financial forecasts and expected trading
performance, that the Company needs to raise additional equity
capital from new and existing investors via Firm Placing,
Subscription and Placing and Open Offer (the "Fundraising"). Without the additional
funding proposed to be raised in connection with the Fundraising
and without the cost savings delivered through the proposed
Restructuring Plan, the Board anticipates that the Group will face
liquidity pressures from Q1 FY25 onwards.
As an alternative to the potential
Restructuring Plan, the Company has today launched a formal sale
process pursuant to the Takeover Code ("Formal Sale Process" or "FSP"), to explore whether a sale of the
shares in the Company will provide a more beneficial outcome for
stakeholders than the Restructuring Plan. In addition, the Company
is exploring whether a sale of the shares in one or more of the
Company's subsidiaries, or the business and assets of one or more
of the Company's subsidiaries, including the Plan Company will
provide a more beneficial outcome for stakeholders than the
Restructuring Plan (the "M&A
Process").
Parties with a potential interest in
a transaction should contact FTI Consulting in the first instance,
whose details are set out above. Following the initial contact with
FTI Consulting parties with a potential interest in making an offer
for the ordinary shares of the Company pursuant to the Takeover
Code via the Formal Sale Process will be referred to Cavendish,
whose details are set out above.
The Board has appointed Cavendish as
its independent financial adviser for the purposes of Rule 3 of the
Code in relation to the Formal Sale Process. The Board has
appointed FTI Consulting as its financial adviser in relation to
the M&A Process.
The
Fundraising
The Company therefore announces the
Firm Placing, Subscription and Placing and Open Offer of, in
aggregate, assuming full take up under the Placing and Open Offer,
1,251,292,455 new ordinary shares of 0.1 pence each in the Company
("New Ordinary Shares") at
a price of 1.0 pence per new ordinary share ("Issue Price") to
raise gross proceeds of £10.5 million (or such other amount as the
Company and Cavendish may agree) under the Firm Placing and
Subscription, and up to approximately £2.0 million under the
Placing and Open Offer (the Firm Placing, Subscription and Placing
and Open Offer together, the "Fundraising").
The Issue Price represents a
discount of approximately 16.7 per cent. to
the Closing Price on the 28 March 2024, being last trading day
before Suspension, and a discount of approximately 60.0 per cent to
the volume weighted average price of 2.5 pence per Ordinary Share
for the 60-day period to the last trading day before Suspension. In
setting the Issue Price, the Directors have considered the process
by which the New Ordinary Shares need to be offered to investors to
ensure the success of the Fundraising and raise a significant level
of equity compared to the market capitalisation of the Company. The
Directors believe that both the Issue Price and the discount are
appropriate.
Cavendish is acting as
broker, bookrunner and nominated adviser in
connection with the Fundraising.
The
Fundraising is conditional, inter
alia, on (i)
the Restructuring Plan being sanctioned by the
Court and there being (a) no outstanding application for permission
to appeal the order 21 days following the order being made, or
(b) in the event of any application for permission to appeal,
such application has been unsuccessful, refused, withdrawn or
discontinued, in each case on or before the Long Stop Date or such
later date as may be provided for in the documents which govern the
Fundraising, (ii) the Subscription Agreements not having been
terminated in accordance with their terms (as described below),
(iii) the passing of the Fundraising Resolutions to be set out in
the Notice of General Meeting (without material amendment) and (iv)
the Placing Agreement not having been terminated in accordance with
its terms prior to Admission occurring on or around 3 September
2024 (but no later than the Long Stop
Date).
The Company has also entered into
the Subscription Agreements with four key investors in relation to
the Subscription. These agreements contain customary
conditions (noting that certain subscribers
have the benefit of conditions pertaining to the financial benefit
to be derived by the Group should the Restructuring Plan be
implemented).
2. BACKGROUND TO AND REASONS FOR THE
FUNDRAISING, THE RESTRUCTURING PLAN AND THE FORMAL SALE
PROCESS
The Group has faced significant
external challenges over the last four years, including the
pandemic, inflationary cost pressures and labour shortfalls.
Customer demand has also been impacted more recently by the cost of
living crisis and regular train strikes, particularly for younger
consumers, which has impacted Revolution branded sites in
particular.
In order to mitigate the impacts
associated with these challenges, the Board has deployed several
strategies. In particular, the Board sought to diversify the
Group's business via the acquisition of Peach Pub Company
(Holdings) Limited ("Peach") in October 2022. The
acquisition of Peach has diversified the Group's trading patterns
and income streams, given its greater exposure to day time and
mid-week trading sessions, providing a natural balance to
Revolution and Revolucion de Cuba, which trade more strongly in the
evening and weekends. Furthermore, Peach pubs are located outside
of larger town and city centres and have benefited from working
from home dynamics. In addition, the Group refreshed
Revolucion de Cuba's brand proposition during 2023, following which
the Group has seen improvement in like for like sales for
Revolucion de Cuba, which has consistently outperformed the CGA
Bars Cohort during 2023.
The Group has also driven
operational efficiencies by reducing staffing levels, amending
opening hours and introducing temporary closures during quieter
periods. The Group has extended its strategy to reduce costs and
reduce cash outflows throughout the business, which has included
redundancies and a reduction in overhead costs, in addition to also
reducing capital expenditure. Further to this, the Group has
managed the estate diligently and undergone a process of site
rationalisation, including by way of a company voluntary
arrangement of the Plan Company followed by consensual landlord
negotiations to reduce rents and/or vacate underperforming sites
across the Group's portfolio.
The Group announced on 5 January
2024 that year-on-year, like-for-like sales for the four weeks from
4 to 31 December were +9.0%, the best festive period since 2019.
Revolucion de Cuba and Peach Pubs performed well, and the
Revolution brand also traded positively on a like-for-like basis
over the festive period. However, as subsequently announced on 24
January 2024, the impact of labour challenges, including the
immediate net impact of the increase in National Living Wage,
operating cost inflationary pressures and country-wide train
strikes caused a deterioration in the trading of the Company's
estate. As a result of the challenges faced by several of the Plan
Company's trading sites, the Board has considered the strategic
options available to the Group including the Restructuring Plan for
the Plan Company, the Fundraising and the Formal Sale Process and
M&A Process.
The Board is of the view that the
options are either a Restructuring Plan of the Plan Company
alongside a series of other measures including further cost
rationalisation and operational initiatives to drive improved
financial performance across each of the brands of the Group, or,
if it provides a better outcome for stakeholders, a sale of the
shares in the Company, a sale of the shares in one or more of the
Company's subsidiaries, or a sale of the business and assets of
either the Company and/or the business and assets of the Company's
subsidiaries via the Formal Sale Process.
3. THE RESTRUCTURING PLAN
The Restructuring Plan, if
implemented, will affect the Plan Company, which holds 38
Revolution branded sites, six sites that are already closed, one
Playhouse site and one Founders & Co site. The current
expectation is that the implementation of the Restructuring
Plan[1] would enable:
(i) the Plan Company to exit the leases of certain loss making
sites (currently anticipated to be 18 sites, of which 6 are already
currently closed); and (ii) impose a rent reduction on certain
sites (currently expected to be 14 sites) to enable them to return
to profitability at a sustainable level.
Should the Restructuring Plan be
sanctioned, it is expected that rent reductions would apply for the
three year period from the date of sanction of the Restructuring
Plan. The site categorisation and terms of the Restructuring Plan
will not be finalised until after the Fundraising and the outcome
of the Formal Sale Process is known. Discussions with potentially
affected stakeholders will be commencing in the coming
days.
The Board expects the Restructuring
Plan to return the Plan Company to profitability (£3.8 million
improvement in Adj. EBITDA in FY25 compared to its forecasts
without the Restructuring Plan) through site rationalisations, rent
reductions and other tangible cost savings. Furthermore, the Board
anticipates that the Restructuring Plan will enable a deleveraging
of the Group over the two financial periods ending June 2025 and
June 2026 (to less than 2x LTM EBITDA anticipated by the end of
FY26)[2]. In addition,
the Board expects the equity investment and improved EBITDA
generation to enable a recommencement of the Group's refurbishment
programme from the start of FY26, with eight sites expected to be
refurbished in FY26 and with further refurbishments and selected
estate expansion thereafter.
Under the procedure applicable to
the Restructuring Plan, there will be a convening hearing, at which
the Court will establish whether it has jurisdiction, consider the
eligibility of the Plan Company and determine the constitution of
classes of creditors and therefore how many meetings should be
convened.
Creditors affected by the
Restructuring Plan and who have an economic interest in the Plan
Company will be entitled to vote. If there is one or more classes
of dissenting creditors (i.e. a class which does not approve the
Restructuring Plan by the requisite majority), the Restructuring
Plan can still be sanctioned by the Court if it is satisfied the
following criteria are met:
· Condition A: Creditors in the dissenting class(es) are no
worse off than they would be in the most likely Relevant
Alternative scenario; and
· Condition B: The Restructuring Plan is approved by a number
representing 75% in value of a class of creditors or (as the case
may be) members, present and voting (in person or by proxy) who
would receive payment or have a genuine economic interest in the
Plan Company in the event of the Relevant Alternative.
The ability for the Court to 'cram
down' dissenting creditors and/or Shareholders is a key feature of
the Restructuring Plan, however, as set out above, it requires any
dissenting class(es) to be no worse off than in the Relevant
Alternative and the Court to be satisfied that the Restructuring
Plan is fair. The "Relevant
Alternative" is the scenario the Court considers would be
the most likely to occur if the Restructuring Plan is not
sanctioned.
The Court will only sanction a
Restructuring Plan that is capable of being implemented. As such,
the Fundraising will provide the Company with sufficient capital to
fund the Plan Company's implementation of the Restructuring Plan,
to provide additional working capital to the Group, and enable the
Group to recommence its site refurbishment programme in
FY26.
The Group also continues to explore
alternative options available to ensure that any steps taken
deliver the best outcome for stakeholders. In addition to the
potential Restructuring Plan of the Plan Company, the Group is
pursuing the Formal Sale Process, which invites offers for the
shares in the Company and/or one or more of its subsidiaries, and
also a sale of the business and assets of the Company and/or one of
more of its subsidiaries.
Having invested significant time and
resources to undertake a thorough diligence process the Board
unanimously believes that progressing the Restructuring Plan is in
the best interests of the Company, in the event that a Formal Sale
Process and/or the M&A Process does not deliver a better
outcome for stakeholders.
4. LENDER CONCESSIONS AND WARRANT
INSTRUMENTS
The Company's secured creditor, the Lender has agreed, in principle and
subject to final and legally binding documentation being entered
into and to the Restructuring Plan being implemented, to provide,
in aggregate, c.£6.9 million of additional support to the Group.
£6.2m of this additional support would be documented through the
Restructuring Plan of the Plan Company by way of a £4.0 million
write-off of existing debt and 12 months of payment-in-kind
interest estimated, based on the latest company projections, to
total £2.2 million. In addition, the Lender has provided c.£0.7
million of additional working capital support by allowing the Group
to retain proceeds from the sale of the freehold support office and
has also agreed in principle and subject to final and legally
binding documentation being entered into and subject to the
Restructuring Plan being sanctioned, to extend the
term of the facilities, reschedule the amortisation of the
outstanding facility, relax the minimum liquidity covenant until
April 2025 and delay the reinstatement of the maintenance covenants
for a period of time to provide the Group with significant
flexibility..
However, the Lender wants to
understand the outcome of the Formal Sale Process, and whether a
more optimal outcome could be achieved through the Formal Sale
Process or the Restructuring Plan of the Plan Company. The
Lender has also agreed to waive future minimum liquidity covenant
breaches to allow the Plan Company to explore the implementation of
a Restructuring Plan and progress the Formal Sale
Process.
The Warrants
The Company has also agreed in
principle to issue warrants to subscribe for up to 149,634,097 new
Ordinary Shares ("Warrant
Shares") to the Lender at an exercise price of 0.1 pence per
Warrant Share. Accordingly, there will potentially be up to
149,634,097 Warrant Shares that may be issued by the Company
following Admission on an exercise of the Warrants pursuant to the
Warrant Instrument which it is intended will be entered into by the
Company prior to Admission. Each Warrant will grant the holder the
right to subscribe for one new Ordinary Share. The Warrants will be exercisable at a price of 0.1 pence per
Ordinary Share during a particular time to be agreed, but such
exercise is conditional on:
1. (i) the
Company having completed a refinancing of its debt facilities and
(ii) the volume weighted average market price for the ordinary
shares (as derived from the AIM Appendix of the Daily Official
List) being 4 pence or more per ordinary share for 60 consecutive
days at any time which may have occurred prior to the refinancing
being completed or after; or
2. the sale
of all or substantially all of the business and assets of the Group
or part thereof, if the proposed partial transaction is expected to
result in a payment to shareholders of the Company.
The issue and validity of the
Warrant Shares will be conditional, amongst other things, on the
passing of the Fundraising Resolutions.
Whilst commercial terms for the
Warrants have been agreed, the Lender will use reasonable
endeavours to ensure that what is being proposed can be achieved
and if the Lender is unable to accept the Warrants for any reason
that the Lender and the Company will act in good faith to agree an
alternative which achieves a similar commercial
position.
The other key terms and conditions
of the Warrants as currently envisaged are set out
below:
Subscription RightsEach Warrant
to be issued is intended to confer on the Lender the right to
subscribe for one new Ordinary Share at a price of 0.1 pence per
Ordinary Share, by notice to the Company during the a particular
time to be agreed, conditional on (1) (i) the Company having
completed a refinancing of its debt facilities and (ii) the volume
weighted average market price for the ordinary shares (as derived
from the AIM Appendix of the Daily Official List) being 4 pence or
more per ordinary share for 60 consecutive days at any time which
may have occurred prior to the refinancing being completed or
after; or, (2) the sale of all or substantially all of the business
and assets of the Group or part thereof, if the proposed partial
transaction is expected to result in a payment to shareholders of
the Company.
Exercise of Warrants
The Warrants will be capable of being exercised in
whole or in part during an exercise period yet to be
determined.
Adjustment to Subscription
Rights
The subscription rights conferred by the Warrants
and/or the exercise price of the Warrants shall be adjusted by the
Board in its sole discretion on the occurrence of certain events in
relation to the Company, including
a) a
subdivision, consolidation or reclassification of the Ordinary
Shares;
b) a reduction
of capital or any other reduction in the number of Ordinary Shares
in issue from time to time;
c) an
issue of Ordinary Shares by way of dividend or distribution or by
way of capitalisation of profits or reserves; or
d)
a consolidation, amalgamation or merger of the
Company with or into another entity in certain
circumstances,
with the intention, in broad terms,
that any such adjustment will leave the Lender in a similar
position to the position they were in immediately before the event
giving rise to the adjustment.
Transfer
The Warrants will be freely transferable by the
holders.
Security
The Warrants are not secured.
Modifications
The Company may amend the provisions of the
instrument constituting the Warrants ("Warrant Instrument") without the
consent of the holders of the Warrants where such amendment is of a
minor nature or to correct a manifest error. Otherwise no amendment
or abrogation to the terms of the instrument are permitted without
the consent of holders of at least 75 per cent. of the Warrants in
issue at the time.
Information Rights
The Warrants are intended to entitle holders to
receive the Company's annual report and accounts and all
accompanying documents, together with every other document sent to
the holders of the Ordinary Shares, in each case at the same time
as it is sent to the holders of Ordinary Shares.
Administration
The Warrants will be in certificated form. There
will also be provisions in the Warrant Instrument for convening
meetings of the holders of Warrants.
5. FUTURE STRATEGY
Following completion of the
Fundraising and implementation of the Restructuring Plan, the Board
believes the positive guest and brand metrics across the Group's
portfolio will enable the Group to benefit from improving market
conditions. Furthermore, the Board believes that the improving
economic and market dynamics with rising consumer confidence and
falling inflation provide a platform for the recovery of the
Group's business. The Board also believes that the Group's
experienced management team has the sector credentials and
expertise to drive medium term group through like for like revenue
improvement and expansion of the Group's portfolio, whilst
significantly reducing Group leverage.
The Group's strategic focus for the
next three financial years can therefore be summarised as
follows:
FY25
· Executing the Restructuring Plan, rationalising its trading
estate and protecting the Group's liquidity;
· Maximising the use of the Group's CRM database;
· Rolling out the low cost elements of the revised Revolution
Bars brand proposition;
· Continuing the 'premiumisation of Peach Pubs' product and
service; and
· Continuing the enhancement of Revolucion de Cuba's
entertainment and brand proposition.
FY26
· Reducing leverage;
· Recommencing the 5 year investment cycle for the Group's bars,
with a target ROCE of 50% from refurbished sites;
· Recommencing the 7-8 year investment cycle for the Group's
pubs, again with a target ROCE of 50% from refurbished sites;
and
· Exploring site acquisition opportunities across the Peach and
De Cuba brands.
FY27
· Continuing to reduce leverage; and
· Recommencing the expansion of the Group's brands, with a focus
on Peach, Founders & Co and Revolucion de Cuba.
Estate
Expansion
The Board believes there is medium
and long term site growth potential across Peach, Founders & Co
and Revolucion de Cuba given the strength of their respective
propositions.
Peach Pubs
The Board is currently seeing a
number of high quality investment opportunities in the leasehold
food-led pub market, either as single site or multi-site portfolio
expansion opportunities. The Group's key focus is on locations in
prosperous towns, with the potential to achieve more than £200,000
site EBITDA per site. Typical sites are expected to require
approximately £1.0 million initial capex investment and £250,000
opening costs, with an expectation that is some cases landlords
would fund approximately 50 per cent. of the initial capex
required. Target areas include Winchester, Bristol, Bath,
Cheltenham, Worcester and Brighton.
Founders & Co
The Board believes that the success
of the Group's first site in Swansea supports the roll-out
potential of Founders & Co. Several locations have been
evaluated including very progressed discussions regarding a site in
Sheffield. A typical new site is expected to require approximately
£1.0 million of capex investment and £250,000 of opening costs with
a 4-year target pay back on this investment. The Board believes
that there is a broad range of target locations across the UK
subject to availability of sufficient funding.
Revolucion de Cuba
Whilst the Group's priority in the
medium term will be the expansion of Peach and Founders & Co,
the Board believes there remains capacity in the UK for expansion
of its portfolio of Revolucion de Cuba sites. In particular, the
Board believes there is potential for site expansion across London
together with other target cities such as Brighton and Edinburgh.
The Board considers that the United Kingdom could support a
portfolio of 30 Revolucion de Cuba sites. A typical new site is
expected to require approximately £1.0 million of capex investment
and £250,000 of opening costs. Furthermore, the Board believes that
there is potential to consider converting certain Revolution Bars
sites into Revolucion de Cuba sites to mitigate the initial capex
outlay.
6. DIRECTORS PARTICIPATION IN THE
FUNDRAISING
The following Directors of the
Company intend to subscribe for an aggregate of 12,050,000 New
Ordinary Shares at the Issue Price in the Placing and Open Offer as
follows:
Number of New Ordinary Shares
Name
|
intended to be subscribed for in the Placing
|
Rob Pitcher
|
8,000,000
|
Jemima Bird
|
1,000,000
|
Name
|
intended to be subscribed for in the Open
Offer
|
Keith Edelman
|
1,440,000
|
Danielle Davies
|
1,250,000
|
William Tuffy
|
360,000
|
(together, the "Participating Directors").
|
|
7. PROPOSED BOARD CHANGES
As detailed above, the Subscription
included the subscription of 300,000,000 New Ordinary Shares
(raising gross proceeds of £3.0 million) with Luke Johnson, the
founder of Risk Capital Partners and a serial investor in
hospitality businesses. It is expected that Mr Johnson will join
the Board as a non-executive director following completion of the
Restructuring Plan and the Fundraising with
a view to him being proposed to take the role of Chairman at the
Company's annual general meeting in 2024,
in each case subject to the required regulatory due diligence
checks pursuant to the AIM Rules.
Luke Johnson has been involved in
the hospitality industry for 40 years. He was chair of PizzaExpress
in the 1990s, chair of Giraffe restaurants, chair of Strada
restaurants, chair of Draft House pubs, a director of Laines Pubs
and is a director and co-owner of Gail's bakeries.
In addition, for as long as
Robus holds in aggregate at
least 17 per cent. of the Company's issued share capital following
Admission, it will have the right to appoint a board observer to
attend the Company's board meetings.
8.
USE OF
PROCEEDS
The gross proceeds of the
Fundraising are expected to be approximately £12.5 million (assuming full
subscription of the Placing and Open Offer). It is proposed that
such proceeds will be used to fund the implementation of the
Restructuring Plan by the Plan Company (£4.5 million) and provide
additional working capital to the Group.
9. EFFECT OF THE FUNDRAISING ON THE
COMPANY'S SHARE CAPITAL
Upon completion of the Placing and
Open Offer, and assuming their full take up, the Placing Shares and
Open Offer Shares will represent approximately 13.5 per cent. of
the Enlarged Share Capital. The Firm Placing Shares and
Subscription Shares will represent approximately 70.2 per cent. of
the Enlarged Share Capital. The New Ordinary Shares (assuming full
take up of the Placing and Open Offer) will represent approximately
84.6 per cent. of the Enlarged Share Capital and the Existing
Ordinary Shares will represent approximately 15.4 per cent. of the
Enlarged Share Capital. If the Warrants to be issued are exercised
in full, the Warrant Shares issued pursuant to such exercise will
represent 10.0 per cent. of the Company's issued share capital
immediately after Admission.
10. DILUTIVE IMPACT OF THE FUNDRAISING
The proposed issue of the New
Ordinary Shares pursuant to the Fundraising will dilute existing
shareholdings of Shareholders. Qualifying Shareholders will be able
to reduce the extent of this dilution by applying for Open Offer
Shares under the Open Offer.
The maximum dilution which a
Shareholder will be subject to if he/she does not participate in
the Open Offer as a result of completion of the Fundraising
(assuming full take up of the Open Offer), is 84.6 per
cent.
11. PROPOSED NEW INCENTIVE SCHEME
It is proposed that, a new incentive
scheme will be implemented for Executive Board members and the
Group's senior management team to ensure alignment with
shareholders of the Company conditional upon completion of the
Placing and implementation of the Restructuring Plan. It is
intended that the overall shareholder dilution of the new incentive
plan will be limited to 10% of the total issued share capital of
the Company following completion of the Placing and implementation
of the Restructuring Plan. Further details of the proposed
new incentive scheme will be announced in due course.
12. The Formal Sale Process/M&A
Process
In order to explore whether a
potential sale of the Company or any of its business, assets and/or
subsidiaries would provide a better outcome to stakeholders than
the Restructuring Plan, a Formal Sale Process (as referred to in
Note 2 on Rule 2.6 of the Takeover Code) and an M&A Process are
being launched.
This approach has been agreed with
the Takeover Panel with any discussions with third parties pursuant
to the sale process taking place within the context of the Formal
Sale Process and the M&A Process to enable conversations with
parties interested in exploring such a proposal to take place on a
confidential basis.
The Company intends to conduct a
targeted process, focused on those parties who understand and value
the full potential of the Company and the Company's business and
assets. Any interested party will be required to enter into a
non-disclosure and standstill agreement with the Company, before
being permitted to participate in the process.
The Takeover Panel has granted a
dispensation from the requirements of Rules 2.4(a), 2.4(b) and
2.6(a) of the Code such that any interested party participating in
the Formal Sale Process will not be required to be publicly
identified (subject to note 3 to Rule 2.2 of the Code) and will not
be subject to the 28 day deadline referred to in Rule 2.6(a), for
so long as it is participating in the Formal Sale
Process.
The Company is considered to be in
an "offer period" as defined in the Takeover Code, and the dealing
disclosure requirements as set out in paragraph 17 below will
apply.
The outcome of the Formal Sale
Process or the M&A Process may or may not result in a sale of
the Company or some or all of the Company's subsidiaries,
businesses and assets (of both the Company and/or its
subsidiaries). The Company is not in
receipt of any approaches, nor is it in discussions with any
potential offeror, at the time of this announcement. Further
information on the Takeover Code is set out in paragraph 17
below.
APPENDIX 1
TERMS AND CONDITIONS OF THE
EQUITY PLACINGS
IMPORTANT INFORMATION FOR
INVITED PLACEES ONLY
IMPORTANT INFORMATION FOR INVITED
PLACEES ONLY REGARDING THE EQUITY PLACINGS.
THE ANNOUNCEMENT AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF
SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
MEMBERS OF THE PUBLIC ARE NOT
ELIGIBLE TO TAKE PART IN THE EQUITY PLACINGS. THE
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND
CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING,
HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR
AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED
IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN
THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E)
OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
(THE "UK PROSPECTUS
REGULATION"); WHO (A) FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR
(B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE,
PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THE ANNOUNCEMENT AND THE INFORMATION
IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. PERSONS DISTRIBUTING THE ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT
OR INVESTMENT ACTIVITY TO WHICH THE ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THE ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE
AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN REVOLUTION
BARS GROUP PLC.
THE SECURITIES REFERRED TO HEREIN
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND THEREFORE MAY NOT BE OFFERED, SOLD OR
TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. THE FIRM PLACING
SHARES AND THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY
OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE
MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE
SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE
LAWS. NO PUBLIC OFFERING OF THE SECURITIES IS BEING MADE IN
THE UNITED STATES OR ELSEWHERE.
The distribution of the Announcement
and/or the Equity Placings and/or issue of the Firm Placing Shares
and the Placing Shares in certain jurisdictions may be restricted
by law. No action has been taken by the Company, Cavendish or
any of their respective Affiliates that would permit an offer of
the Firm Placing Shares and/or the Placing Shares or possession or
distribution of the Announcement or any other offering or publicity
material relating to such Firm Placing Shares and/or the Placing
Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession the Announcement
comes are required by the Company and Cavendish to inform
themselves about and to observe any such restrictions.
The Announcement or any part of it
is for information purposes only and does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada, the
Republic of South Africa or Japan or any other jurisdiction in
which the same would be unlawful. No public offering of the
Firm Placing Shares and/or the Placing Shares is being made in any
such jurisdiction.
All offers of the Firm Placing
Shares and/or the Placing Shares in the United Kingdom or the EEA
will be made pursuant to an exemption from the requirement to
produce a prospectus under the UK Prospectus Regulation or the EU
Prospectus Regulation, as appropriate. In the United Kingdom,
the Announcement is being directed solely at persons in
circumstances in which section 21(1) of the Financial Services and
Markets Act 2000 (as amended) (the "FSMA") does not require the approval of
the relevant communication by an authorised person.
The relevant clearances have not
been, nor will they be, obtained from the securities commission of
any province or territory of Canada, no prospectus has been lodged
with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained from the South
Africa Reserve Bank or any other applicable body in the Republic of
South Africa in relation to the Firm Placing Shares and/or the
Placing Shares and neither the Firm Placing Shares nor the Placing
Shares have been, nor will they be, registered under or offered in
compliance with the securities laws of any state, province or
territory of the United States, Australia, Canada, the Republic of
South Africa or Japan. Accordingly, the Firm Placing Shares
and/or the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into the United States,
Australia, Canada, the Republic of South Africa or Japan or any
other jurisdiction outside the United Kingdom.
Persons (including, without
limitation, nominees and trustees) who have a contractual right or
other legal obligations to forward a copy of the Announcement
should seek appropriate advice before taking any such
action.
The Announcement should be read in
its entirety. In particular, you should read and understand
the information provided in the "Important Notices" section of the
Announcement.
By participating in the Bookbuild
and the Equity Placings, each Placee will be deemed to have read
and understood the Announcement in its entirety, to be
participating, making an offer and acquiring Firm Placing Shares
and/or the Placing Shares on the terms and conditions contained
herein and to be providing the representations, warranties,
indemnities, acknowledgements and undertakings contained in this
Appendix.
EACH PLACEE SHOULD CONSULT WITH ITS
OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED
ASPECTS OF A SUBSCRIPTION FOR THE FIRM PLACING SHARES AND/OR
PLACING SHARES.
In particular, each such Placee
represents, warrants, undertakes, agrees and acknowledges (amongst
other things) to Cavendish and the Company that:
1. it is a
Relevant Person and undertakes that it will acquire, hold, manage
or dispose of any Firm Placing Shares and/or the Placing Shares
that are allocated to it for the purposes of its
business;
2. in the
case of a Relevant Person in the United Kingdom who acquires any
Firm Placing Shares and/or the Placing Shares pursuant to the
Equity Placings:
a) it is a
Qualified Investor within the meaning of Article 2(e) of the UK
Prospectus Regulation;
b) if it is not a
Qualified Investor within the meaning of Article 2(e) of the UK
Prospectus regulation, its participation in the Equity Placings has
been specifically agreed with Cavendish in writing; and
c) in the
case of any Firm Placing Shares and/or Placing Shares acquired by
it as a financial intermediary, as that term is used in Article
5(1) of the UK Prospectus Regulation:
i. the
Firm Placing Shares and/or the Placing Shares acquired by it in the
Equity Placings have not been acquired on behalf of, nor have they
been acquired with a view to their offer or resale to, persons in
the United Kingdom other than Qualified Investors or in
circumstances in which the prior consent of Cavendish has been
given to the offer or resale; or
ii. where
Firm Placing Shares and/or the Placing Shares have been acquired by
it on behalf of persons in the United Kingdom other than Qualified
Investors, the offer of those Firm Placing Shares and/or the
Placing Shares to it is not treated under the UK Prospectus
Regulation as having been made to such persons; and
3. in the
case of a Relevant Person in a member state of the EEA (each a
"Relevant State") who
acquires any Firm Placing Shares and/or the Placing Shares pursuant
to the Equity Placings:
a) it is a
Qualified Investor within the meaning of Article 2(e) of the EU
Prospectus Regulation;
b) if it is not a
Qualified Investor within the meaning of Article 2(e) of the EU
Prospectus Regulation, its participation in the Equity Placings has
been specifically agreed with Cavendish in writing; and
c) in the
case of any Firm Placing Shares and/or the Placing Shares acquired
by it as a financial intermediary, as that term is used in Article
5(1) of the EU Prospectus Regulation:
i. the
Firm Placing Shares and/or the Placing Shares acquired by it in the
Equity Placings have not been acquired on behalf of, nor have they
been acquired with a view to their offer or resale to, persons in a
Relevant State other than Qualified Investors or in circumstances
in which the prior consent of Cavendish has been given to the offer
or resale; or
ii. where
Firm Placing Shares and/or the Placing Shares have been acquired by
it on behalf of persons in a Relevant State other than Qualified
Investors, the offer of those Firm Placing Shares and/or the
Placing Shares to it is not treated under the EU Prospectus
Regulation as having been made to such persons; and
4. it is
acquiring the Firm Placing Shares and/or the Placing Shares for its
own account or is acquiring the Firm Placing Shares and/or the
Placing Shares for an account with respect to which it exercises
sole investment discretion and has the authority to make and does
make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in the
Announcement; and
5. it
understands (or if acting for the account of another person, such
person has confirmed that such person understands) the resale and
transfer restrictions set out in this Appendix; and
6. except as
otherwise permitted by the Company and subject to any available
exemptions from applicable securities laws, it (and any account
referred to in paragraph 5 above) is located outside of the United
States and is acquiring the Firm Placing Shares and/or the Placing
Shares in "offshore transactions" as defined in and in accordance
with Regulation S under the Securities Act; and
7. it has
not offered, sold or delivered and will not offer to sell or
deliver any of the Firm Placing Shares and/or the Placing Shares to
persons within the United States, directly or indirectly; neither
it, its affiliates, nor any persons acting on its behalf, have
engaged or will engage in any directed selling efforts (as defined
in Regulation S) with respect to the Firm Placing Shares and/or the
Placing Shares; and it is not taking up the Firm Placing Shares
and/or the Placing Shares for resale in or into the United States;
and
8. the
Company and Cavendish will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgements and
agreements.
No
prospectus
The Firm Placing Shares and/or the
Placing Shares are being offered to a limited number of
specifically invited persons only and will not be offered in such a
way as to require any prospectus or other offering document to be
published. No prospectus or other offering document has been
or will be submitted to be approved by the FCA in relation to the
Equity Placings or the Firm Placing Shares and/or the Placing
Shares and Placees' commitments will be made solely on the basis of
the information contained in the Announcement and any information
publicly announced through a Regulatory Information Service (as
defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the
Company on or prior to the date of the Announcement (the
"Publicly Available
Information") and subject to any further terms set out in
the contract note, electronic trade or other (oral or written)
confirmation to be sent to individual Placees.
Each Placee, by participating in the
Equity Placings, agrees that the content of the Announcement is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any information (other than the
Publicly Available Information), representation, warranty or
statement made by or on behalf of Cavendish or the Company or any
other person and none of Cavendish, the Company nor any other
person acting on such person's behalf nor any of their respective
Affiliates has or shall have any liability for any Placee's
decision to participate in the Equity Placings based on any other
information, representation, warranty or statement. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Equity Placings.
No Placee should consider any information in the Announcement to be
legal, tax or business advice. Each Placee should consult its
own attorney, tax advisor and business advisor for legal, tax and
business advice regarding an investment in the Firm Placing Shares
and/or the Placing Shares. Nothing in this paragraph shall
exclude the liability of any person for fraudulent
misrepresentation.
Details of the Placing
Agreement and the Placing Shares
Cavendish has entered into a placing
and open offer agreement (the "Placing Agreement") with the Company
under which, on the terms and subject to the conditions set out in
the Placing Agreement, Cavendish, as agent for and on behalf of the
Company, will agree to use its reasonable endeavours to procure
Placees for the Firm Placing Shares and/or the Placing Shares.
Neither of the Equity Placings is being underwritten.
The final number of New Ordinary
Shares at the Issue Price will be determined following completion
of the Bookbuild as set out in the Announcement.
The Firm Placing Shares are not
subject to clawback.
The Placing Shares are being offered
pursuant to the Placing, subject to clawback in respect of valid
applications received for Open Offer Shares by Qualifying
Shareholders pursuant to the Open Offer.
Further details of the placing
procedure and terms on which the Firm Placing Shares and Placing
Shares are being offered are set out below.
The Firm Placing Shares and/or the
Placing Shares will, when issued, be subject to the articles of
association of the Company, be credited as fully paid, and will
rank pari passu in all respects with the existing issued ordinary
shares of £0.001 pence each ("Ordinary Shares") in the capital of the
Company, including the right to receive all dividends and other
distributions declared, made or paid in respect of such Ordinary
Shares after the date of Admission.
Lock-up
As part of the Equity Placings, the
Company has agreed that, for a period commencing on the date of the
Placing Agreement and ending one hundred and twenty (120) days
after the date of Admission, it will not without the prior written
consent of Cavendish directly or indirectly allot or issue, or
enter into any agreement or arrangement which would give rise to an
obligation or an increased obligation (in each case whether
contingent or otherwise) to allot or issue, any share in the
capital of the Company (save for the allotment and issue of any New
Ordinary Shares in relation to the Fundraising and the grant and
exercise of options pursuant to the option schemes, agreements and
arrangements disclosed in the Circular or otherwise by Regulatory
Information Service before the date of this Agreement).
Applications for admission to
trading
Application will be made to the
London Stock Exchange for admission of the New Ordinary Shares to
trading on AIM.
Subject to, amongst other things,
the Fundraising Resolutions being passed by the requisite
majorities at the General Meeting, it is expected that settlement
of the Firm Placing Shares and/or the Placing Shares will become
effective on or around 8.00 a.m. on 3 September 2024 and that
dealings in the Firm Placing Shares and/or the Placing Shares on
AIM will commence at that time or such later time and/or dates as
the Company and Cavendish may agree (being in any event no later
than 8.00 a.m. on 30 September 2024 or such later date as is agreed
in writing between the Company and Cavendish as may be required as
the result of a delay in the Court timetable for obtaining sanction
of the Restructuring Plan ).
The
Bookbuild
Cavendish will today commence an
accelerated bookbuilding process to determine demand for
participation in the Equity Placings by potential Placees at the
Issue Price. This Appendix gives details of the terms and
conditions of, and the mechanics of participation in, the Equity
Placings. No commissions will be paid to Placees or by
Placees in respect of any Firm Placing Shares and/or Placing
Shares.
Cavendish and the Company shall be
entitled to effect the Equity Placings by such alternative method
to the Bookbuild as they may, in their sole discretion,
determine.
Principal terms of the Bookbuild and
Equity Placings:
1. Cavendish
is arranging the Equity Placings as broker and placing agent of the
Company.
2.
Participation in the Equity Placings will only be available to
persons who may lawfully be, and are, invited by Cavendish to
participate. Cavendish and any of its Affiliates are entitled
to enter bids in the Bookbuild.
3. The
number of Firm Placing Shares and Placing Shares will be agreed by
Cavendish (in consultation with the Company) following completion
of the Bookbuild. The number of Firm Placing Shares and Placing
Shares (subject to clawback) to be issued will be announced on an
RIS following the completion of the Bookbuild via the Bookbuild
Results Announcement.
4. The price
per New Ordinary Share (the "Issue
Price") is fixed at 1 pence.
5. Each
Placee's allocation will be determined by Cavendish in its
discretion following consultation with the Company and will be
confirmed to Placees either orally or by email by Cavendish.
Cavendish may choose to accept bids, either in whole or in part, on
the basis of allocations determined at its absolute discretion, in
consultation with the Company, and may scale down any bids for this
purpose on the basis referred to in paragraph 6
below.
6. Each
Placee's allocation and commitment will be evidenced by a contract
note, electronic trade confirmation or other (oral or written)
confirmation issued to such Placee by Cavendish. The terms of
this Appendix will be deemed incorporated in that contract note,
electronic trade confirmation or other (oral or written)
confirmation.
7. Subject
to paragraphs 4 and 5 above, Cavendish may choose to accept bids,
either in whole or in part, on the basis of allocations determined
at its discretion and may scale down any bids for this purpose on
such basis as it may determine or be directed. Cavendish may
also, notwithstanding paragraphs 4 and 5 above, subject to the
prior consent of the Company:
a) allocate
Firm Placing Shares and/or Placing Shares after the time of any
initial allocation to any person submitting a bid after that time;
and
b) allocate Firm
Placing Shares and/or Placing Shares after the Bookbuild has closed
to any person submitting a bid after that time.
Each Placee's allocation and
commitment to acquire Firm Placing Shares and/or Placing Shares
will be made on the terms and subject to the conditions in this
appendix and will be legally binding on the Placee on behalf of
which it is made and except with Cavendish's consent will not be
capable of variation or revocation after the time at which it is
submitted. Following Cavendish's oral or written confirmation
of each Placee's allocation and commitment to acquire Firm Placing
Shares and/or Placing Shares, each Placee will have an immediate,
separate, irrevocable and binding obligation, owed to Cavendish (as
agent for the Company), to pay in cleared
funds an amount equal to the number of Firm Placing Shares and,
once apportioned after clawback in accordance with procedure
outlined below, any Placing Shares for which such Placee has agreed
to subscribe.
8. Except as
required by law or regulation, no press release or other
announcement will be made by Cavendish or the Company using the
name of any Placee (or its agent), in its capacity as Placee (or
agent), other than with such Placee's prior written
consent.
9.
Irrespective of the time at which a Placee's allocation(s) pursuant
to the Equity Placings is/are confirmed, settlement for all Firm
Placing Shares and/or Placing Shares to be acquired pursuant to the
Equity Placings will be required to be made at the same time, on
the basis explained below under "Registration and
Settlement".
10. All obligations under the
Bookbuild and Equity Placings will be subject to fulfilment of the
conditions referred to below under "Conditions of the Equity
Placings" and to the Equity Placings not being terminated on the
basis referred to below under "Termination of the Equity
Placings".
11. By participating in the
Bookbuild, each Placee will agree that its rights and obligations
in respect of the Placing will terminate only in the circumstances
described below and will not be capable of rescission or
termination by the Placee.
12. To the fullest extent
permissible by law and applicable FCA rules and regulations, none
of:
a)
Cavendish;
b) any of its
Affiliates; or
c) to the
extent not contained within (a) or (b), any person connected with
Cavendish as defined in the FSMA,
shall have any liability (including
to the extent permissible by law, any fiduciary duties) to Placees
or to any other person whether acting on behalf of a Placee or
otherwise. In particular, neither Cavendish nor any of its
Affiliates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of Cavendish's
conduct of the Bookbuild or of such alternative method of effecting
the Placing as Cavendish and the Company may agree.
Placing
Procedure
Placees shall acquire the Firm
Placing Shares to be issued pursuant to the Firm Placing and
Placing Shares to be issued pursuant to the Placing (after
clawback) and any allocation of the Firm Placing Shares and Placing
Shares (subject to clawback) to be issued pursuant to the Placings
will be notified to them on or around 10 April 2024 (or such other
time and/or date as the Company and Cavendish may
agree).
Placees will be called upon to
subscribe for, and shall subscribe for, the Placing Shares only to
the extent that valid applications by Qualifying Shareholders under
the Open Offer are not received by 11.00 a.m. on 30 April 2024 (or
by such later time and/or date as the Company may agree with
Cavendish) or if applications have otherwise not been deemed to be
valid in accordance with the terms and conditions of the Circular
and, in respect of qualifying non-CREST holders only, the
Application Form.
Payment in full for any Firm Placing
Shares and Placing Shares so allocated in respect of the Equity
Placings at the Issue Price must be made by no later than 11.00
a.m. on 3 September 2024 (or such other date as shall be notified
to each Placee by Cavendish). Cavendish will notify Placees if any
of the dates in these terms and conditions should change, including
as a result of delay in the crediting of the Open Offer
Entitlements in CREST, Admission or otherwise.
Registration and
Settlement
Settlement of transactions in the
Firm Placing Shares and/or Placing Shares (ISIN: GB00BVDPPV41)
following Admission will take place within the CREST system,
subject to certain exceptions. Settlement through CREST is
expected to occur (subject to the Fundraising Resolutions having
been duly passed at the General Meeting), on 3 September 2024 (each
a "Settlement Date"), in
accordance with the contract notes or electronic trade confirmation
or other (oral or written) confirmation. Settlement will be
on a delivery versus payment basis. However, in the event of
any difficulties or delays in the admission of the Firm Placing
Shares and/or Placing Shares to CREST or the use of CREST in
relation to the Equity Placings, the Company and Cavendish may
agree that the Firm Placing Shares and/or Placing Shares should be
issued in certificated form. Cavendish reserves the right to
require settlement for the Placing Shares, and to deliver the Firm
Placing Shares and/or Placing Shares to Placees, by such other
means as they deem necessary if delivery or settlement to Placees
is not practicable within the CREST system or would not be
consistent with regulatory requirements in the jurisdiction in
which a Placee is located.
Following the close of the
Bookbuild, each Placee to be allocated New Ordinary Shares in the
Equity Placingss will be sent a contract note in accordance with
the standing arrangements in place with Cavendish stating the
number of New Ordinary Shares allocated to them at the Issue Price,
the aggregate amount owed by such Placee to Cavendish and
settlement instructions (subject, in the case of the Placing
Shares, to clawback). Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with the standing CREST or certificated settlement
instructions in respect of the New Ordinary Shares that it has in
place with Cavendish.
Interest is chargeable daily on
payments not received from Placees on the due date in accordance
with the arrangements set out above, in respect of either CREST or
certificated deliveries, at the rate of 2 percentage points above
the prevailing base rate of Barclays Bank plc as determined by
Cavendish.
Each Placee is deemed to agree that,
if it does not comply with these obligations, Cavendish may sell
any or all of the Placing Shares allocated to that Placee on their
behalf and retain from the proceeds, for Cavendish's own account
and benefit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will,
however, remain liable for any shortfall below the Issue Price and
for any stamp duty or stamp duty reserve tax (together with any
interest or penalties) imposed in any jurisdiction which may arise
upon the sale of such Firm Placing Shares and/or Placing Shares on
its behalf. By communicating a bid for Firm Placing Shares
and/or Placing Shares, such Placee confers on Cavendish all such
authorities and powers necessary to carry out such sale and agrees
to ratify and confirm all actions which Cavendish lawfully takes in
pursuance of such sale.
If Firm Placing Shares and/or
Placing Shares are to be delivered to a custodian or settlement
agent, Placees must ensure that, upon receipt, the conditional
contract note or the electronic trade confirmation or other (oral
or written) confirmation is copied and delivered immediately to the
relevant person within that organisation. Insofar as Firm
Placing Shares and/or Placing Shares are registered in a Placee's
name or that of its nominee or in the name of any person for whom a
Placee is contracting as agent or that of a nominee for such
person, such Firm Placing Shares and/or Placing Shares should,
subject as provided below, be so registered free from any liability
to United Kingdom stamp duty or stamp duty reserve tax. If
there are any circumstances in which any United Kingdom stamp duty
or stamp duty reserve tax or other similar taxes or duties
(including any interest and penalties relating thereto) is payable
in respect of the allocation, allotment, issue, sale, transfer or
delivery of the Firm Placing Shares and/or Placing Shares (or, for
the avoidance of doubt, if any stamp duty or stamp duty reserve tax
is payable in connection with any subsequent transfer or agreement
to transfer Firm Placing Shares and/or Placing Shares), the Company
shall not be responsible for payment thereof. Placees will
not be entitled to receive any fee or commission in connection with
the Equity Placings.
Conditions of the Equity
Placings
The Equity Placings are conditional
upon the Placing Agreement becoming unconditional and not having
been terminated in accordance with its terms. Cavendish's
obligations under the Placing Agreement are conditional on
customary conditions including (amongst others) (the "Conditions"):
1. the
publication and dispatch of the Circular by the Company on 15 April
2024 (or such later time and date as the Company and Cavendish may
agree);
2. the
passing of the Fundraising Resolutions required to complete the
Equity Placings, the Subscription and Open Offer to be set out in
the Notice of General Meeting (without material
amendment);
3. the
Company having complied with all of its material obligations under
the Placing Agreement which fall to be performed or satisfied on or
prior to Admission;
4. none of
the warranties contained in the Placing Agreement, in the opinion
of Cavendish, being untrue or inaccurate or misleading at the date
of the Placing Agreement or becoming untrue or inaccurate or
misleading at any time between such date and Admission by reference
to the facts and circumstances from time to time
subsisting;
5. the
Restructuring Plan being sanctioned by the Court and there being
(i) no outstanding application for permission to appeal the order
21 days following the order being made, or (ii) in the event
of any application for permission to appeal, such application has
been unsuccessful, refused, withdrawn or discontinued, in each case
on or before the Long Stop Date or such later date as may be
provided for in the documents which govern the
Fundraising;;
6. the Bank
having provided and not withdrawn the Bank Waiver;
7. the Term
Sheet having been signed by all the parties thereto and not having
been withdrawn;
8. the
Subscription Agreements having been signed by all the parties
thereto and not having been terminated in accordance with their
terms; and
9. Admission
occurring no later than 8.00 a.m. on 3 September 2024 (or such
later time and/or date, not being later than 8.00 a.m. on 30
September 2024 (or such later date as is agreed in writing between
the Company and Cavendish as may be required as the result of a
delay in the Court timetable for obtaining sanction of the
Restructuring Plan) (the "Closing
Date").
Cavendish may, at their discretion
and upon such terms as they think fit, waive compliance by the
Company with the whole or any part of certain of the Company's
obligations in relation to the Conditions or extend the time or
date provided for fulfilment of certain such Conditions in respect
of all or any part of the performance thereof. The conditions in
the Placing Agreement relating to (amongst other things) Admission
taking place may not be waived. Any such extension or waiver will
not affect Placees' commitments as set out in this
Announcement.
If: (i) any of the Conditions are
not fulfilled or (where permitted) waived by Cavendish by the
relevant time or date specified (or such later time or date as the
Company and Cavendish may agree); or (ii) the Placing Agreement is
terminated in the circumstances specified below under 'Termination
of the Placing', the Placing will not proceed and the Placees'
rights and obligations hereunder in relation to the Ordinary Shares
shall cease and terminate at such time and each Placee agrees that
no claim can be made by it or on its behalf (or any person on whose
behalf the Placee is acting) in respect thereof.
Neither Cavendish, nor the Company,
nor any of their respective affiliates, agents, directors, officers
or employees shall have any liability to any Placee (or to any
other person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or date for the satisfaction of any
Condition to the Equity Placings, nor for any decision they may
make as to the satisfaction of any Condition or in respect of the
Equity Placings generally, and by participating in the Equity
Placings each Placee agrees that any such decision is within the
absolute discretion of Cavendish.
Termination of the Equity
Placings
Cavendish is entitled, at any time
before Admission, to terminate its obligations under the Placing
Agreement in accordance with its terms in certain circumstances,
including, inter alia, if
at time before Admission:-
1. in the
opinion of Cavendish, the Company has failed in any material
respect to comply with any of its obligations under the Placing
Agreement which Cavendish considers to be material in the context
of the Fundraising;
2. any of
the warranties or undertakings contained in the Placing Agreement
is not, or has ceased to be, true and accurate in any material
respects and not misleading (or would not be true and accurate in
all material respects and not misleading if then repeated) by
reference to the facts subsisting at the time;
3. there has
occurred, in the opinion of Cavendish, a material adverse change
(whether or not foreseeable at the date of the Placing Agreement);
or
4. the
occurrence in the opinion of Cavendish of certain force majeure
events, the effect of which is such as to make it, in the opinion
of Cavendish, impracticable or inadvisable to proceed with the
Fundraising in the manner contemplated in the Placing Agreement or
Admission.
Upon termination, Cavendish shall be
released and discharged (except for any liability arising before or
in relation to such termination) from its obligations under or
pursuant to the Placing Agreement, subject to certain exceptions.
If Cavendish exercises its right to terminate the Placing Agreement
before Admission, then the Placing Agreement shall cease and
terminate and the Equity Placings will not proceed.
By participating in the Equity
Placings, each Placee agrees that (i) the exercise by Cavendish of
any right of termination or of any other discretion under the
Placing Agreement shall be within the absolute discretion of
Cavendish and that it need not make any reference to, or consult
with, Placees and that it shall have no liability to Placees
whatsoever in connection with any such exercise or failure to so
exercise and (ii) its rights and obligations terminate only in the
circumstances described above under the heading 'Termination of the
Equity Placings' and the heading 'Conditions of the Equity
Placings', and its participation will not be capable of rescission
or termination by it after oral confirmation by Cavendish of the
allocation and commitments following the close of the
Bookbuild.
Representations, warranties
and further terms
By submitting a bid in the
Bookbuild, each Placee (and any person acting on such Placee's
behalf) irrevocably confirms, represents, warrants, acknowledges
and agrees (for itself and for any such prospective Placee) with
the Company and Cavendish (in its capacity as placing agent of the
Company in respect of the Equity Placings) that (save where
Cavendish expressly agrees in writing to the contrary):
1. it has
read and understood the Announcement in its entirety and that its
acquisition of the Firm Placing Shares and/or Placing Shares is
subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements
made at any time by any person in connection with Admission, the
Equity Placings, the Company, the Firm Placing Shares and/or
Placing Shares or otherwise, other than the information contained
in the Announcement and the Publicly Available
Information;
2. neither
Cavendish nor any of its respective affiliates, directors, officers
and employees accepts any responsibility for any acts or omissions
of the Company or any of the directors of the Company or any other
person in connection with the Equity Placings;
3. it has
not received and will not receive a prospectus or other offering
document in connection with the Equity Placings and acknowledges
that no prospectus or other offering document:
a) is
required under the Prospectus Regulation or other applicable law;
and
b) has been or
will be prepared in connection with the Equity Placings;
4. in
connection with the Equity Placings, Cavendish and any of their
affiliates acting as an investor for its own account may acquire
Ordinary Shares in the Company and in that capacity may retain,
purchase or sell for its own account such Ordinary Shares in the
Company and any securities of the Company or related investments
and may offer or sell such securities or other investments
otherwise than in connection with the Equity Placings. Accordingly,
references in this Announcement to the New Ordinary Shares being
issued, offered or placed should be read as including any issue,
offering or placement of such shares in the Company to Cavendish or
any of its affiliates acting in such capacity;
5. Cavendish
and its affiliates may enter into financing arrangements and swaps
with investors in connection with which Cavendish and any of its
affiliates may from time to time acquire, hold or dispose of such
securities of the Company, including the Ordinary
Shares;
6. it is
acquiring Ordinary Shares for its own account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the acknowledgments, representations and
agreements contained in this Announcement;
7. the
Ordinary Shares are admitted to trading on AIM, and that the
Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules for the
Companies (the "AIM Rules")
and the Market Abuse Regulation (EU Regulation No. 596/2014 as it
applies in the United Kingdom as it forms part of United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018
(the "UK MAR")), which
includes a description of the nature of the Company's business and
the Company's most recent balance sheet and profit and loss account
and that it is able to obtain or access such information without
undue difficulty, and is able to obtain access to such information
or comparable information concerning any other publicly traded
company, without undue difficulty;
8. that
these terms and conditions represent the whole and only agreement
between it, Cavendish and the Company in relation to its
participation in the Equity Placings and supersedes any previous
agreement between any of such parties in relation to such
participation. Accordingly, each Placee, in accepting its
participation in the Equity Placings, is not relying on any
information or representation or warranty in relation to the
Company or any of its subsidiaries or any of the Firm Placing
Shares and/or Placing Shares other than as contained in this
Announcement and the Publicly Available Information, such
information being all that it deems necessary to make an investment
decision in respect of the Firm Placing Shares and/or Placing
Shares. Each Placee agrees that neither the Company, Cavendish nor
any of their respective officers, directors or employees will have
any liability for any such other information, representation or
warranty, express or implied;
9. it has
made its own assessment of the Firm Placing Shares and/or Placing
Shares and has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Equity Placings and neither Cavendish nor the
Company nor any of their respective Affiliates nor any person
acting on behalf of any of them has provided, and will not provide,
it with any material regarding the Firm Placing Shares and/or
Placing Shares or the Company or any other person other than the
information in the Announcement or the Publicly Available
Information; nor has it requested Cavendish, the Company, any of
their respective Affiliates or any person acting on behalf of any
of them to provide it with any such information;
10. neither Cavendish nor any
person acting on behalf of it nor any of its Affiliates has or
shall have any liability for any Publicly Available Information, or
any representation relating to the Company, provided that nothing
in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;
11.
a) the only
information on which it is entitled to rely on and on which it has
relied in committing to acquire the Firm Placing Shares and/or
Placing Shares is contained in the Announcement and the Publicly
Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Firm
Placing Shares and/or Placing Shares and it has made its own
assessment of the Company, the Firm Placing Shares and/or Placing
Shares and the terms of the Equity Placings based on the
information in the Announcement and the Publicly Available
Information;
b) neither
Cavendish, nor the Company (nor any of their respective Affiliates)
have made any representation or warranty to it, express or implied,
with respect to the Company, the Equity Placings or the Firm
Placing Shares and/or Placing Shares or the accuracy, completeness
or adequacy of the Publicly Available Information, nor will it
provide any material or information regarding the Company, the
Equity Placings or the Firm Placing Shares and/or Placing
Shares;
c) neither
Cavendish nor the Company will be liable for any Placee's decision
to participate in the Equity Placings based on any other
information, representation, warranty or statement;
d) it has
conducted its own investigation of the Company, the Equity Placings
(including its terms and conditions) and the Firm Placing Shares
and/or Placing Shares, satisfied itself that the information is
still current and relied on that investigation for the purposes of
its decision to participate in the Equity Placings; and
e) it has not
relied on any investigation that Cavendish or any person acting on
its behalf may have conducted with respect to the Company, the
Equity Placings or the Firm Placing Shares and/or Placing
Shares;
12. the content of the
Announcement and the Publicly Available Information has been
prepared by and is exclusively the responsibility of the Company
and that neither Cavendish nor any persons acting on its behalf nor
any of its Affiliates is responsible for or has or shall have any
liability for any information, representation, warranty or
statement relating to the Company contained in the Announcement or
the Publicly Available Information nor will they be liable for any
Placee's decision to participate in the Equity Placings based on
any information, representation, warranty or statement contained in
the Announcement, the Publicly Available Information or otherwise.
Nothing in this Appendix shall exclude any liability of any
person for fraudulent misrepresentation;
13. the Firm Placing Shares
and/or Placing Shares have not been registered or otherwise
qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in
respect of any of the Firm Placing Shares and/or Placing Shares
under the Securities Act or any other securities laws of the United
States, or any state or other jurisdiction of the United States,
Australia, Canada, the Republic of South Africa or Japan and,
therefore the Firm Placing Shares and/or Placing Shares may not be
offered, re-offered, sold, re-sold, taken up, renounced or
delivered or transferred, directly or indirectly, in or into the
United States, Australia, Canada, the Republic of South Africa or
Japan or in any country or jurisdiction where any such action for
that purpose is required;
14. it may be asked to
disclose in writing or orally to Cavendish : (i) if he or she is an
individual, his or her nationality; or (ii) if he or she is a
discretionary fund manager, the jurisdiction in which the funds are
managed or owned;
15. where it is acquiring Firm
Placing Shares and/or Placing Shares for one or more managed
accounts, represents and warrants that it is authorised in writing
by each managed account: (a) to acquire the Firm Placing Shares
and/or Placing Shares for each managed account; (b) to make on its
behalf the representations, warranties, acknowledgements,
undertakings and agreements in the Announcement of which it forms
part; and (c) to receive on its behalf any investment letter
relating to the Equity Placings in the form provided to it by
Cavendish;
16. it has the funds available
to pay for the Firm Placing Shares and/or Placing Shares for which
it has agreed to acquire and acknowledges and agrees that it will
pay the total amount in accordance with the terms of the
Announcement on the due time and date set out herein, failing which
the relevant Firm Placing Shares and/or Placing Shares may be
placed with other Placees or sold at such price as Cavendish
determines;
17. it and/or each person on
whose behalf it is participating:
a) is
entitled to acquire Firm Placing Shares and/or Placing Shares
pursuant to the Equity Placings under the laws and regulations of
all relevant jurisdictions;
b) has fully
observed such laws and regulations;
c) has the
capacity and authority and is entitled to enter into and perform
its obligations as an acquirer of Firm Placing Shares and/or
Placing Shares and will honour such obligations; and
d) has obtained
all necessary consents and authorities (including, without
limitation, in the case of a person acting on behalf of a Placee,
all necessary consents and authorities to agree to the terms set
out or referred to in this Appendix) under those laws or otherwise
and complied with all necessary formalities to enable it to enter
into the transactions contemplated hereby and to perform its
obligations in relation thereto and, in particular, if it is a
pension fund or investment company it is aware of and acknowledges
it is required to comply with all applicable laws and regulations
with respect to its acquisition of Firm Placing Shares and/or
Placing Shares;
18. it is not, and any person
who it is acting on behalf of is not, and at the time the Firm
Placing Shares and/or Placing Shares are acquired will not be, a
resident of, or be located or have an address in, or subject to the
laws of, the United States, Australia, Canada, the Republic of
South Africa or Japan, and it acknowledges and agrees that the Firm
Placing Shares and/or Placing Shares have not been and will not be
registered or otherwise qualified under the securities legislation
of the United States, Australia, Canada, the Republic of South
Africa or Japan and may not be offered, sold, or acquired, directly
or indirectly, within those jurisdictions;
19. it and the beneficial
owner of the Firm Placing Shares and/or Placing Shares is, and at
the time the Firm Placing Shares and/or Placing Shares are acquired
will be, outside the United States and acquiring the Firm Placing
Shares and/or Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under the
Securities Act;
20. it understands that
neither the Firm Placing Shares nor the Placing Shares have been,
and will not be, registered under the Securities Act and may not be
offered, sold or resold in or into or from the United States except
pursuant to an effective registration under the Securities Act, or
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
accordance with applicable state securities laws; and no
representation is being made as to the availability of any
exemption under the Securities Act for the reoffer, resale, pledge
or transfer of the Firm Placing Shares and/or Placing
Shares;
21. it understands that the
Firm Placing Shares and/or Placing Shares are expected to be issued
to it through CREST but may be issued to it in certificated,
definitive form and acknowledges and agrees that the Firm Placing
Shares and/or Placing Shares may, to the extent they are delivered
in certificated form, bear a legend to the following effect unless
agreed otherwise with the Company:
"THESE SECURITIES HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION
OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT
TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THE FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY
UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE
COMPANY'S SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY
BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES,
REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING
RESTRICTIONS.";
22. it is not taking up the
Firm Placing Shares and/or Placing Shares as a result of any
"directed selling efforts" (as such term is defined in Regulation S
under the Securities Act);
23. it will not distribute,
forward, transfer or otherwise transmit the Announcement or any
part of it, or any other presentational or other materials
concerning the Equity Placings in or into or from the United States
(including electronic copies thereof) to any person, and it has not
distributed, forwarded, transferred or otherwise transmitted any
such materials to any person;
24. none of Cavendish, the
Company nor any of their respective Affiliates nor any person
acting on behalf of any of them is making any recommendations to it
or advising it regarding the suitability of any transactions it may
enter into in connection with the Equity Placings and that
participation in the Equity Placings is on the basis that it is not
and will not be a client of Cavendish and that Cavendish does not
have any duties or responsibilities to it for providing the
protections afforded to its clients or for providing advice in
relation to the Equity Placings nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement, nor for the exercise or performance of
any of its rights and obligations thereunder including any rights
to waive or vary any Conditions or exercise any termination
right;
25. it will make payment to
Cavendish for the Firm Placing Shares and/or Placing Shares
allocated to it in accordance with the terms and conditions of the
Announcement on the due times and dates set out in the
Announcement, failing which the relevant Firm Placing Shares and/or
Placing Shares may be placed with others on such terms as Cavendish
determines in its absolute discretion without liability to the
Placee and it will remain liable for any shortfall below the net
proceeds of such sale and the proceeds of such Firm Placing Shares
and/or Placing Shares and may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties due
pursuant to the terms set out or referred to in the Announcement)
which may arise upon the sale of such Placee's New Ordinary Shares
on its behalf;
26. its allocation (if any) of
Firm Placing Shares and/or Placing Shares will represent a maximum
number of Firm Placing Shares and/or Placing Shares which it will
be entitled, and required, to subscribe for, and that the Company
may call upon it to subscribe for a lower number of New Ordinary
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
27. the person who it
specifies for registration as holder of the Firm Placing Shares
and/or Placing Shares will be:
a) the
Placee; or
b) a nominee of
the Placee, as the case may be,
and that Cavendish and the Company
will not be responsible for any liability to stamp duty or stamp
duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of
such Placee agrees to acquire Firm Placing Shares and/or Placing
Shares pursuant to the Equity Placings and agrees to indemnify the
Company and Cavendish in respect of the same on the basis that the
Firm Placing Shares and/or Placing Shares will be allotted to a
CREST stock account of Cavendish or transferred to a CREST stock
account of Cavendish who will hold them as nominee on behalf of the
Placee until settlement in accordance with its standing settlement
instructions with it;
28. the allocation, allotment,
issue and delivery to it, or the person specified by it for
registration as holder, of Firm Placing Shares and/or Placing
Shares will not give rise to a stamp duty or stamp duty reserve tax
liability under (or at a rate determined under) any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depository receipts and
clearance services) and that it is not participating in the Equity
Placings as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Firm Placing Shares
and/or Placing Shares would give rise to such a
liability;
29. if it is within the United
Kingdom, it and any person acting on its behalf (if within the
United Kingdom) falls within Article 19(5) and/or 49(2) of the
Order and undertakes that it will acquire, hold, manage and (if
applicable) dispose of any Firm Placing Shares and/or Placing
Shares that are allocated to it for the purposes of its business
only;
30. it has not offered or sold
and will not offer or sell any Firm Placing Shares and/or Placing
Shares to persons in a Relevant State prior to the expiry of a
period of six months from Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted and which will not result in an offer to the public in the
United Kingdom within the meaning of section 85(1) of the FSMA or
within the meaning of the UK Prospectus Regulation, or an offer to
the public in any member state of the EEA within the meaning of the
EU Prospectus Regulation;
31. if it is within the United
Kingdom, it is a Qualified Investor as defined in Article 2(e) of
the UK Prospectus Regulation and if it is within a Relevant State,
it is a Qualified Investor as defined in Article 2(e) of the EU
Prospectus Regulation;
32. it has only communicated
or caused to be communicated and it will only communicate or cause
to be communicated any invitation or inducement to engage in
investment activity (within the meaning of section 21 of the FSMA)
relating to Firm Placing Shares and/or Placing Shares in
circumstances in which section 21(1) of the FSMA does not require
approval of the communication by an authorised person and it
acknowledges and agrees that the Announcement has not been approved
by Cavendish in its capacity as an authorised person under section
21 of the FSMA and it may not therefore be subject to the controls
which would apply if it was made or approved as financial promotion
by an authorised person;
33. it has complied and it
will comply with all applicable laws with respect to anything done
by it or on its behalf in relation to the Firm Placing Shares
and/or Placing Shares (including all relevant provisions of the
FSMA and the MAR in respect of anything done in, from or otherwise
involving the United Kingdom);
34. if it is a financial
intermediary, as that term is used in Article 5(1) of the UK
Prospectus Regulation, the Firm Placing Shares and/or Placing
Shares acquired by it in the Equity Placings will not be acquired
on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in the
United Kingdom other than Qualified Investors, or in circumstances
in which the express prior written consent of Cavendish has been
given to each proposed offer or resale;
35. if in the United Kingdom,
unless otherwise agreed by Cavendish, it is a "professional client"
or an "eligible counterparty" within the meaning of Chapter 3 of
the FCA Handbook Conduct of Business Sourcebook ("COBS") and it is acquiring Firm Placing
Shares and/or Placing Shares for investment only and not with a
view to resale or distribution;
36. if it has received any
inside information (for the purposes of the UK MAR and section 56
of the Criminal Justice Act 1993 or other applicable law) about the
Company in advance of the Equity Placings, it has not:
a) dealt (or
attempted to deal) in the securities of the Company or cancelled or
amended a dealing in the securities of the Company;
b) encouraged,
recommended or induced another person to deal in the securities of
the Company or to cancel or amend an order concerning the Company's
securities; or
c)
unlawfully disclosed such information to any person, prior to the
information being made publicly available;
37. Cavendish and its
affiliates, acting as an investor for its or their own account(s),
may bid or subscribe for and/or purchase Firm Placing Shares and/or
Placing Shares and, in that capacity, may retain, purchase, offer
to sell or otherwise deal for its or their own account(s) in the
Firm Placing Shares and/or Placing Shares any other securities of
the Company or other related investments in connection with the
Equity Placings or otherwise. Accordingly, references in the
Announcement to the Firm Placing Shares and/or Placing Shares being
offered, subscribed, acquired or otherwise dealt with should be
read as including any offer to, or subscription, acquisition or
dealing by, Cavendish and/or any of its affiliates acting as an
investor for its or their own account(s). Neither Cavendish
nor the Company intend to disclose the extent of any such
investment or transaction otherwise than in accordance with any
legal or regulatory obligation to do so;
38. it:
a) has
complied with its obligations in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000 (as amended), the Terrorism Act
2006, the Money Laundering, Terrorist Financing and Transfer of
Funds (Information on the Payer) Regulations 2017 (as amended) and
all related or similar rules, regulations or guidelines, issued,
administered or enforced by any government agency having
jurisdiction in respect thereof and the Money Laundering Sourcebook
of the FCA (together, the "Money
Laundering Regulations");
b) is not a
person:
i.
with whom transactions are prohibited under the US Foreign Corrupt
Practices Act of 1977 or any economic sanction programmes
administered by, or regulations promulgated by, the Office of
Foreign Assets Control of the U.S. Department of the
Treasury;
ii. named on
the Consolidated List of Financial Sanctions Targets maintained by
HM Treasury of the United Kingdom; or
iii. subject to
financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations or
other applicable law,
(together with the Money Laundering
Regulations, the "Regulations") and if making payment on
behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party as required by the Regulations and has obtained all
governmental and other consents (if any) which may be required for
the purpose of, or as a consequence of, such purchase, and it will
provide promptly to Cavendish such evidence, if any, as to the
identity or location or legal status of any person which they may
request from it in connection with the Equity Placings (for the
purpose of complying with the Regulations or ascertaining the
nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by
Cavendish on the basis that any failure by it to do so may result
in the number of Firm Placing Shares and/or Placing Shares s that
are to be acquired by it or at its direction pursuant to the Equity
Placings being reduced to such number, or to nil, as Cavendish may
decide at its sole discretion;
39. in order to ensure
compliance with the Regulations, Cavendish (for itself and as agent
on behalf of the Company) or the Company's registrars may, in their
absolute discretion, require verification of its identity.
Pending the provision to Cavendish or the Company's registrars, as
applicable, of evidence of identity, definitive certificates in
respect of the Firm Placing Shares and/or Placing Shares may be
retained at Cavendish's absolute discretion or, where appropriate,
delivery of the Firm Placing Shares and/or Placing Shares to it in
uncertificated form may be delayed at Cavendish's or the Company's
registrars', as the case may be, absolute discretion. If
within a reasonable time after a request for verification of
identity Cavendish (for itself and as agent on behalf of the
Company) or the Company's registrars have not received evidence
satisfactory to them, either Cavendish and/or the Company may, at
its absolute discretion, terminate its commitment in respect of the
Placing, in which event the monies payable on acceptance of
allotment will, if already paid, be returned without interest to
the account of the drawee's bank from which they were originally
debited;
40. its participation in the
Equity Placings would not give rise to an offer being required to
be made by it, or any person with whom it is acting in concert,
pursuant to Rule 9 of the City Code on Takeovers and
Mergers;
41. any money held in an
account with Cavendish on behalf of the Placee and/or any person
acting on behalf of the Placee will not be treated as client money
within the meaning of the relevant rules and regulations of the FCA
made under the FSMA. The Placee acknowledges that the money will
not be subject to the protections conferred by the client money
rules; as a consequence, this money will not be segregated from
Cavendish's money in accordance with the client money rules and
will be used by Cavendish in the course of its business; and the
Placee will rank only as a general creditor of
Cavendish's;
42. its allocation (if any) of
New Ordinary Shares will represent a maximum number of New Ordinary
Shares which it will be entitled, and required, to subscribe for,
and that Cavendish or the Company may call upon it to subscribe for
a lower number of New Ordinary Shares (including, in the case of
the Placing, if scaled back due to clawback), but in no event in
aggregate more than the aforementioned maximum;
43. Cavendish may choose to
invoke the CASS Delivery Versus Payment exemption (under CASS
7.11.14R within the FCA Handbook Client Assets Sourcebook) with
regard to settlement of funds, in connection with the Equity
Placings, should it see fit;
44. neither it nor, as the
case may be, its clients expect Cavendish to have any duties or
responsibilities to such persons similar or comparable to the
duties of "best execution" and "suitability" imposed by the COBS,
and that Cavendish is not acting for it or its clients, and that
Cavendish will not be responsible for providing the protections
afforded to clients of Cavendish or for providing advice in respect
of the transactions described in the Announcement;
45. it acknowledges that its
commitment to acquire Firm Placing Shares and/or Placing Shares on
the terms set out in the Announcement and in the contract note,
through the electronic trade confirmation or other (oral or
written) confirmation will continue notwithstanding any amendment
that may in future be made to the terms and conditions of the
Equity Placings and that Placees will have no right to be consulted
or require that their consent be obtained with respect to the
Company's or Cavendish's conduct of the Equity Placings;
46. it has knowledge and
experience in financial, business and international investment
matters as is required to evaluate the merits and risks of
acquiring the Firm Placing Shares and/or Placing Shares. It further
acknowledges that it is experienced in investing in securities of
this nature and is aware that it may be required to bear, and is
able to bear, the economic risk of, and is able to sustain, a
complete loss in connection with the Equity Placings. It has
relied upon its own examination and due diligence of the Company
and its affiliates taken as a whole, and the terms of the Equity
Placings, including the merits and risks involved;
47. it acknowledges that it
will not look to Cavendish for all or part of any such loss it may
suffer. It further acknowledges that it is able to sustain a
complete loss of investment in the Ordinary Shares. It further
acknowledges that it has no need for liquidity with respect to its
investment in the Ordinary Shares. It further acknowledges that it
has made its own assessment and has satisfied itself concerning the
relevant tax, legal, currency and other economic considerations
relevant to its investment in the Ordinary Shares.
48. it irrevocably appoints
any duly authorised officer of Cavendish as its agent for the
purpose of executing and delivering to the Company and/or its
registrars any documents on its behalf necessary to enable it to be
registered as the holder of any of the Firm Placing Shares and/or
Placing Shares for which it agrees to acquire upon the terms of the
Announcement;
49. the Company, Cavendish and
others (including each of their respective Affiliates) will rely
upon the truth and accuracy of the foregoing representations,
warranties, acknowledgements and agreements, which are given to
Cavendish on its own behalf and on behalf of the Company and are
irrevocable;
50. it is acting as principal
only in respect of the Equity Placings or, if it is acquiring the
Firm Placing Shares and/or Placing Shares as a fiduciary or agent
for one or more investor accounts, it:
a) is duly
authorised to do so and it has full power and authority to make,
and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each
such accounts; and
b) will remain
liable to the Company and Cavendish for the performance of all its
obligations as a Placee in respect of the Equity Placings
(regardless of the fact that it is acting for another
person);
51. time is of the essence as
regards its obligations under this Appendix;
52. any document that is to be
sent to it in connection with the Equity Placings will be sent at
its risk and may be sent to it at any address provided by it to
Cavendish;
53. the Firm Placing Shares
and/or Placing Shares will be issued subject to the terms and
conditions of this Appendix; and
54. the terms and conditions
contained in this Appendix and all documents into which this
Appendix is incorporated by reference or otherwise validly forms a
part and/or any agreements entered into pursuant to these terms and
conditions and all agreements to acquire Firm Placing Shares and/or
Placing Shares pursuant to the Bookbuild and/or the Equity Placings
and all non-contractual or other obligations arising out of or in
connection with them, will be governed by and construed in
accordance with English law and it submits to the exclusive
jurisdiction of the English courts in relation to any claim,
dispute or matter arising out of such contract (including any
dispute regarding the existence, validity or termination or such
contract or relating to any non-contractual or other obligation
arising out of or in connection with such contract), except that
enforcement proceedings in respect of the obligation to make
payment for the Firm Placing Shares and/or Placing Shares (together
with interest chargeable thereon) may be taken by the Company or
Cavendish in any jurisdiction in which the relevant Placee is
incorporated or in which any of its securities have a quotation on
a recognised stock exchange.
By participating in the Equity
Placings, each Placee (and any person acting on such Placee's
behalf) agrees to indemnify and hold the Company, Cavendish and
each of their respective Affiliates harmless from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings given by the Placee (and any person acting on such
Placee's behalf) in this Appendix or incurred by Cavendish, the
Company or each of their respective Affiliates arising from the
performance of the Placee's obligations as set out in the
Announcement, and further agrees that the provisions of this
Appendix shall survive after the completion of the Equity
Placings.
The rights and remedies of Cavendish
and the Company under these terms and conditions are in addition to
any rights and remedies which would otherwise be available to each
of them and the exercise or partial exercise or partial exercise of
one will not prevent the exercise of others.
The agreement to allot and issue
Firm Placing Shares and/or Placing Shares Shares to Placees (or the
persons for whom Placees are contracting as agent) free of stamp
duty and stamp duty reserve tax in the United Kingdom relates only
to their allotment and issue to Placees, or such persons as they
nominate as their agents, direct by the Company. Such agreement
assumes that the Firm Placing Shares and/or Placing Shares are not
being acquired in connection with arrangements to issue depositary
receipts or to transfer the Firm Placing Shares and/or Placing
Shares into a clearance service. If there are any such
arrangements, or the settlement related to any other dealings in
the Firm Placing Shares and/or Placing Shares , stamp duty or stamp
duty reserve tax may be payable. In that event, the Placee
agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor Cavendish shall be
responsible for such stamp duty or stamp duty reserve tax. If
this is the case, each Placee should seek its own advice and they
should notify Cavendish accordingly. In addition, Placees
should note that they will be liable for any capital duty, stamp
duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
United Kingdom by them or any other person on the acquisition by
them of any Firm Placing Shares and/or Placing Shares or the
agreement by them to acquire any Firm Placing Shares and/or Placing
Shares and each Placee, or the Placee's nominee, in respect of whom
(or in respect of the person for whom it is participating in the
Equity Placings as an agent or nominee) the allocation, allotment,
issue or delivery of Firm Placing Shares and/or Placing Shares s
has given rise to such non-United Kingdom stamp, registration,
documentary, transfer or similar taxes or duties undertakes to pay
such taxes and duties, including any interest and penalties (if
applicable), forthwith and to indemnify on an after-tax basis and
to hold harmless the Company and Cavendish in the event that either
the Company and/or Cavendish have incurred any such liability to
such taxes or duties.
The Company and Cavendish are not
liable to bear any taxes that arise on a sale of Ordinary Shares
subsequent to their acquisition by Placees, including any taxes
arising otherwise than under the laws of the United Kingdom. Each
prospective Placee should, therefore, take its own advice as to
whether any such tax liability arises and notify Cavendish and the
Company accordingly. Furthermore, each prospective Placee agrees to
indemnify on an after-tax basis and hold Cavendish and/or the
Company and their respective affiliates harmless form any and al
interest, fines or penalties in relation to stamp duty, stamp duty
reserve tax and all other similar duties or taxes in any
jurisdiction to the extent that such interest, fines or penalties
arise from the unreasonable default or delay of that Placee or its
agent.
The representations, warranties,
acknowledgements and undertakings contained in this Appendix are
given to Cavendish for itself and on behalf of the Company and are
irrevocable.
Cavendish is authorised and
regulated by the FCA in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the
Bookbuild and the Equity Placings or any other matter referred to
in the Announcement, and Cavendish will not be responsible to
anyone (including any Placees) other than the Company for providing
the protections afforded to its clients or for providing advice in
relation to the Bookbuild or the Fundraising or any other matters
referred to in the Announcement.
Each Placee and any person acting on
behalf of the Placee acknowledges that Cavendish does not owe any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings, acknowledgements,
agreements or indemnities in the Placing Agreement.
Each Placee and any person acting on
behalf of the Placee acknowledges and agrees that Cavendish may (at
its absolute discretion) satisfy its obligations to procure Placees
by itself agreeing to become a Placee in respect of some or all of
the Firm Placing Shares and/or Placing Shares or by nominating any
connected or associated person to do so.
When a Placee or any person acting
on behalf of the Placee is dealing with Cavendish, any money held
in an account with Cavendish on behalf of the Placee and/or any
person acting on behalf of the Placee will not be treated as client
money within the meaning of the relevant rules and regulations of
the FCA made under the FSMA. Each Placee acknowledges that
the money will not be subject to the protections conferred by the
client money rules: as a consequence this money will not be
segregated from the Cavendish's money in accordance with the client
money rules and will be held by it under a banking relationship and
not as trustee.
References to time in the
Announcement are to London time, unless otherwise
stated.
All times and dates in the
Announcement may be subject to amendment. Placees will be
notified of any changes.
No statement in the Announcement is
intended to be a profit forecast or estimate, and no statement in
the Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years
would necessarily match or exceed the historical published earnings
per share of the Company. Past performance is no guide to future
performance and persons needing advice should consult an
independent financial advisor.
The price of shares and any income
expected from them may go down as well as up and investors may not
get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance,
and persons needing advice should consult an independent financial
adviser.
The Firm Placing Shares and/or
Placing Shares to be issued pursuant to the Equity Placings will
not be admitted to trading on any stock exchange other than the AIM
market of the London Stock Exchange.
Neither the content of the Company's
website nor any website accessible by hyperlinks on the Company's
website is incorporated in, or forms part of, the
Announcement.
APPENDIX 2
DEFINITIONS
"29.9 per cent. Aggregate Limit"
|
a restriction on any Shareholder
acquiring any New Ordinary Shares pursuant to the Fundraising which
would, when aggregated with any existing interests in shares held
by such Shareholder, result in such Shareholder holding an interest
in shares which (taken together with shares in which persons acting
in concert with him are interested) carry 30.0 per cent. or more of
the voting rights of the Company
|
"Admission"
|
the admission of the New Ordinary
Shares to trading on AIM becoming effective in accordance with the
AIM Rules
|
"AIM"
|
AIM, the market of that name
operated by the London Stock Exchange
|
"AIM Rules"
|
the 'AIM Rules for Companies'
published by the London Stock Exchange from time to time
|
"Announcement"
|
this RIS announcement issued by the
Company dated 10 April 2024 announcing the Fundraising (including
the appendix setting out the terms and conditions of the Equity
Placings and the Formal Sale Process)
|
"Application Form"
|
the application form accompanying
the Circular to be used by Qualifying Non-CREST Shareholders in
connection with the Open Offer
|
"Bank Waiver"
|
the letter between the Lender and
the Company dated on or around the date of this Announcement in
relation to the waiver of certain covenants in the Revolving Credit
Facility
|
"Basic Entitlement"
|
the Open Offer Shares for which a
Qualifying Shareholder is entitled to subscribe under the Open
Offer calculated on the basis of 7 Open Offer Shares for every 8
Existing Ordinary Shares held by that Qualifying Shareholder as at
the Record Date
|
"Board" or "Directors"
|
the board of directors of the
Company from time to time
|
"Bookbuild"
|
the accelerated bookbuilding process
which will be launched immediately following release of this
announcement
|
"Business Day"
|
a day (other than Saturday, Sunday
or a public holiday) on which banks are generally open for business
in the City of London for the transaction of normal banking
business
|
"Cavendish"
|
Cavendish Capital Market Limited
registered in England and Wales under number 06198898 whose
registered office is at 1 Bartholomew Close, London, England, EC1A
7BL (together with its affiliates), and for the purpose of trade
settlement in the Equity Placings shall mean Cavendish Securities
plc registered in England and Wales under number
05210733
|
"certificated" or "in certificated form"
|
a share or other security not held
in uncertificated form (i.e. not in CREST)
|
"Closing Price"
|
the closing mid-market price of an
Ordinary Share as derived from the London Stock Exchange's Daily
Official List
|
"Companies Act"
|
the Companies Act 2006, as
amended
|
"Company" or "Revolution"
|
Revolution Bars Group plc, a public
limited company incorporated in England and Wales under registered
number 08838504
|
"Court"
|
High Court of Justice of England and
Wales
|
"CREST"
|
the relevant system (as defined in
the Regulations) which enables title to units of relevant
securities (as defined in the Regulations) to be evidenced and
transferred without a written instrument and in respect of which
Euroclear is the 'Operator' (as defined in the CREST
Regulations)
|
"CREST Applications Host"
|
CREST application host
|
"CREST Manual"
|
the compendium of documents entitled
'CREST Manual' published by Euroclear from time to time and
comprising the CREST Reference Manual, the CREST Central
Counterparty Service Manual, the CREST International Manual, the
CREST Rules (including CREST Rule 8), the CREST CCSS Operating
Manual and the CREST Glossary of Terms
|
"CREST Member"
|
a person who has been admitted to
Euroclear as a system-member (as defined in the CREST
Regulations)
|
"CREST Participant"
|
a person who is, in relation to
CREST, a system-participant (as defined in the CREST
Regulations)
|
"CREST Proxy Instruction"
|
the appropriate CREST message made
to appoint a proxy, properly authenticated in accordance with
Euroclear's specifications
|
"CREST Regulations"
|
the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755) as amended
|
"CREST Sponsor"
|
a CREST Participant admitted to
CREST as a CREST sponsor
|
"Directors"
|
the directors of the Company at the
date of this announcement, being Keith Edelman, Rob Pitcher,
Danielle Davies, Jemima Bird and William Tuffy
|
"Enlarged Share Capital"
|
1,496,340,975 Ordinary Shares, being
the entire issued share capital of the Company following Admission,
assuming no other Ordinary Shares are issued between the date of
this announcement and Admission and assuming 1,251,292,455 New
Ordinary Shares are issued in connection with the
Fundraising
|
"Euroclear"
|
Euroclear UK & International
Limited, the 'operator' (as defined in the CREST Regulations) of
CREST
|
"Equity Placings"
|
the Firm Placing and the
Placing
|
"Excess Applications"
|
applications pursuant to the Excess
Application Facility
|
"Excess Application Facility"
|
the mechanism whereby a Qualifying
Shareholder, who has taken up his Basic Entitlement in full, can
apply for Excess Shares up to an amount equal to the total number
of Open Offer Shares available under the Open Offer less an amount
equal to a Qualifying Shareholder's Basic Entitlement, as more
fully set out in the Circular
|
"Excess CREST Open Offer Entitlements"
|
in respect of each Qualifying CREST
Shareholder who has taken up his Basic Entitlement in full, the
entitlement to apply for Open Offer Shares in addition to his Basic
Entitlement credited to his stock account in CREST, pursuant to the
Excess Application Facility, which may be subject to scaling back
in accordance with the provisions of the Circular
|
"Excess Open Offer Entitlement"
|
in respect of each Qualifying
Shareholder, the entitlement (in addition to his Open Offer
Entitlement) to apply for Open Offer Shares pursuant to the Excess
Application Facility, which is conditional on him taking up his
Open Offer Entitlement in full and which may be subject to scaling
back in accordance with the provisions of the Circular
|
"Excess Shares"
|
Open Offer Shares which are not
taken up by Qualifying Shareholders pursuant to their Basic
Entitlement and which are offered to Qualifying Shareholders under
the Excess Application Facility
|
"Excluded Overseas Shareholders"
|
other than as agreed by the Company
and Cavendish or as permitted by applicable law, Shareholders who
are located or have registered addresses in the United States or a
Restricted Jurisdiction
|
"Ex-entitlement Date"
|
7.00 a.m. on 11 April 2024, being
the time when the Existing Ordinary Shares are expected to be
marked 'ex-entitlement' by the London Stock Exchange
|
"Existing Ordinary Shares"
|
the 230,048,520 Ordinary Shares of
0.1 pence each in the capital of the Company in issue on 28 March
2024, being the last trading day before Suspension, all of which
are admitted to trading on AIM
|
"FCA"
|
the Financial Conduct
Authority
|
"Firm Placing
|
the conditional placing by Cavendish
(on behalf of the Company) of the Firm Placing Shares as described
in this announcement
|
"Firm Placing Shares"
|
the up to 389,000,000 new Ordinary
Shares to be issued by the Company pursuant to the Firm
Placing
|
"Formal Sale Process"
|
the formal sale process in respect
of the Company, its business or assets and/or the shares in, or
business and assets of any of its subsidiaries as included in this
announcement and as per Note 2 on Rule 2.6 of the
Takeover Code;
|
"FSMA"
|
the Financial Services and Markets
Act 2000, as amended
|
"Fundraising"
|
together, the Firm Placing, the
Subscription, the Placing and the Open Offer
|
"Fundraising Resolutions"
|
the resolutions numbered 1 and 2 to
be proposed at the General Meeting as set out in the Notice of
General Meeting
|
"General Meeting"
|
the general meeting of the Company
to be held at 11.00 a.m. on 2 May 2024, notice of which will be set
out in the Circular
|
"Group"
|
the Company, its subsidiaries and
subsidiary undertakings
|
"Issue Price"
|
1.0 pence per New Ordinary
Share
|
"Latest Practicable Date"
|
9 April 2024 (being the latest
practicable date prior to the release of the
Announcement)
|
"Link Group"
|
Link Group, Central Square, 29
Wellington Street, Leeds, LS1 4DL
|
"London Stock Exchange"
|
London Stock Exchange plc
|
"LTM EBITDA"
|
Last twelve months EBITDA
|
"M&A Process"
|
the process wherein the Company is
exploring whether a sale of the shares in one or more of the
Company's subsidiaries, or the business and assets of one or more
of the Company's subsidiaries, including the Plan Company, will
provide a more beneficial outcome for stakeholders than the
Restructuring Plan.
|
"NatWest" or "Lender"
|
National Westminster Bank
Plc
|
"New Ordinary Shares"
|
the new Ordinary Shares to be issued
by the Company pursuant to the Fundraising
|
"Notice of General Meeting"
|
the notice of the General Meeting
which is set out in the Circular
|
"Open Offer"
|
the conditional invitation by the
Company to Qualifying Shareholders to apply to subscribe for Open
Offer Shares at the Issue Price on the terms and subject to the
conditions set out in the Circular (and in the case of the
Qualifying Non-CREST Shareholders only, the Application
Form)
|
"Open Offer Entitlements
|
an entitlement to subscribe for Open
Offer Shares, allocated to a Qualifying Shareholder under the Open
Offer (and, for the avoidance of doubt, references to "Open Offer Entitlements" include Basic
Entitlements and Excess Open Offer Entitlements)
|
"Open Offer Shares"
|
the up to 201,292,455 new Ordinary Shares for
which Qualifying Shareholders are being invited to apply to be
issued pursuant to the terms of the Open Offer
|
"Ordinary Shares"
|
ordinary shares of 0.1 pence each in
the capital of the Company
|
"Overseas Shareholders"
|
Shareholders with registered
addresses outside the United Kingdom or who are citizens or
residents of countries outside the United Kingdom
|
"Participating Directors"
|
Keith Edelman, Rob Pitcher, Danielle
Davies, William Tuffy, Jemima Bird
|
"Placee"
|
any person procured by Cavendish who
has agreed to subscribe for the Placing Shares pursuant to the Firm
Placing or the Placing
|
"Placing
|
the conditional placing by Cavendish
(on behalf of the Company) of the Placing Shares as described in
this announcement
|
"Placing Agreement"
|
the placing agreement dated 10 April
2024 made between the Company and Cavendish as described in the
Circular
|
"Placing Shares"
|
the up to 201,292,455 new Ordinary Shares to be
issued by the Company pursuant to the Placing subject to clawback
under the Open Offer
|
"Prospectus Regulation"
|
the EU Prospectus Regulation
(EU No 2017/1129) (as
amended), as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 and other implementing
measures
|
"Prospectus Regulation Rules"
|
the prospectus regulation rules made
by the FCA under Part VI of FSMA
|
"Qualifying CREST Shareholders"
|
Qualifying Shareholders whose
Existing Ordinary Shares on the register of members of the Company
on the Record Date are in uncertificated form
|
"Qualifying Non-CREST Shareholders"
|
Qualifying Shareholders whose
Existing Ordinary Shares on the register of members of the Company
on the Record Date are held in certificated form
|
"Qualifying Shareholders"
|
holders of Existing Ordinary Shares
on the register of members of the Company at the Record Date with
the exception (subject to certain exceptions) of Excluded Overseas
Shareholders
|
"RBL" or the "Plan Company"
|
Revolution Bars Limited
|
"Receiving Agent" or "Registrars"
|
Link Group
|
"Record Date"
|
9 April 2024
|
"Regulatory Information Service" or "RIS"
|
has the meaning given in the AIM
Rules
|
"Relevant Alternative"
|
a scenario the Court considers would
be the most likely to occur if the Restructuring Plan is not
sanctioned
|
"Restricted Jurisdictions"
|
each and any of the United States,
Australia, Canada, Japan, New Zealand and the Republic of South
Africa
|
"Restructuring Plan"
|
the restructuring plan to be
proposed by the Plan Company under Part 26 of the Companies Act,
further details of which are set out in this
announcement
|
"Revolving Credit Facility"
|
the revolving credit facility made
available to the Company by NatWest
|
"RSA"
|
the restricted share award scheme of
the Group (which has been operating as such following the amendment
of the Company's discretionary share-based incentive arrangement
for the Company's executive directors and other selected employees
in December 2020)
|
"SEC"
|
the U.S. Securities and Exchange
Commission
|
"Securities Act"
|
the U.S. Securities Act of 1933, as
amended
|
"Shareholders"
|
the holders of Ordinary Shares for
the time being, each individually a "Shareholder"
|
"Share Plan"
|
the RSA
|
"Subscription"
|
the conditional direct subscriptions
of the Subscription Shares as described in this
announcement
|
"Subscription Agreements"
|
the conditional subscription
agreements entered into between:
(i)
the Company and Robus SCSp, SICAV-FIAR -
Robus Recovery Fund II;
(ii)
the Company and Luke Johnson;
(iii)
the Company and Hegarty & Sons Limited; and
(iv) the
Company and Michael Goletka.
|
"Subscription Shares"
|
the 661,000,000 new Ordinary Shares
to be issued by the Company pursuant to the Subscription under the
Subscription Agreements
|
"Suspension"
|
the suspension of the trading of the
Company's Ordinary Shares on AIM at 08:00 on 2 April
2024
|
"Term Sheet"
|
the non-legally binding term sheet
between the Lender and the Company dated on or around the date of
this announcement pursuant to which the parties agreed certain
amendments to the Revolving Credit Facility which would be
implemented through the Restructuring Plan (if sanctioned).
,
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"UK" or "United Kingdom"
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the United Kingdom of Great Britain
and Northern Ireland
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"uncertificated" or "in uncertificated form"
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recorded on the register of members
of the Company as being held in uncertificated form in CREST and
title to which, by virtue of the CREST Regulations, may be
transferred by means of CREST
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"United States" or "U.S."
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the United States of America, its
territories and possessions, any state of the United States and the
District of Columbia
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"Warrant Instrument"
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the instrument to be entered into
and constituting the Warrants
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"Warrants"
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the unlisted warrants to be issued
over the Warrant Shares conditional on the passing of the
Fundraising Resolutions and completion of the Fundraising, to the
Lender granting it rights to subscribe for new Ordinary Shares
exercisable at a price of 0.1 pence per Ordinary Share during an
exercise period to be determined in
accordance with the terms of the Warrant
Instrument.
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"Warrant Shares"
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the up to 149,634,097 new Ordinary
Shares to be issued on exercise of the Warrants.
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