RBG Revolution Bars Group Plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

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

For immediate release.

31 May 2024

Revolution Bars Group plc

(the "Company" or the "Group")

Conclusion of Formal Sale Process, Publication of Practice Statement Letter and Update re General Meeting

Conclusion of Formal Sale Process

Revolution Bars Group plc (AIM: RBG), a leading operator of premium bars and gastro pubs, trading mainly under the Revolution, Revolucion de Cuba and Peach Pubs brands, announces that it has concluded the Formal Sale Process ("FSP") announced on 10 April 2024.  The FSP did not result in any proposals being made relating to the acquisition of the entire issued and to be issued share capital of the Company. The Board confirms that it is not in receipt of any approaches for the Company at the date of this announcement.

With the conclusion of the FSP, the Company is no longer in an "offer period" as defined by the City Code on Takeovers and Mergers (the "Takeover Code") and the disclosure requirements pursuant to Rule 8 of the Takeover Code are no longer applicable.

However, for the avoidance of doubt, the M&A Process, which as previously disclosed resulted in several proposals being received for the acquisition of certain of its subsidiaries and/or business and assets owned or operated by certain of the Company's subsidiaries, will progress if the Fundraising is unsuccessful and the Restructuring Plan is no longer capable of being progressed. As previously disclosed, none of the proposals presented (or any combination thereof) would result in a financial return to Shareholders.

Launch of the Restructuring Plan

Today, the Group announces the launch of the Restructuring Plan in respect of the Plan Company. As previously stated, the Restructuring Plan would enable the Plan Company to restructure certain of its liabilities, this includes amending and extending the Group's secured lending facilities, exiting the leases of certain loss-making sites, and proposing a rent reduction on certain other sites to enable them to return to profitability at a sustainable level.

The Board expects the Restructuring Plan to return the Plan Company to profitability (leading to a £3.8 million improvement in Group Adjusted EBITDA in FY25) and therefore unanimously believes the Restructuring Plan for the Plan Company is in the best interests of all stakeholders.

The Practice Statement Letter ("PSL") will today be sent to all creditors affected by the Restructuring Plan.

The PSL provides detailed commentary on what would likely happen if the Restructuring Plan were not sanctioned by the Court by the 15 August 2024. In those circumstances, the Fundraising, which is conditional upon the successful implementation of the Restructuring Plan, would not conclude. Creditor support, which is dependent on the Restructuring Plan being successfully sanctioned, would cease and in those circumstances, per management's short-term liquidity forecast to the end of September 2024, the Group is forecasting an immediate £0.7 million funding requirement in the week ending 24 August 2024 with an estimated peak funding requirement of £8.1 million in the week ending 7 September 2024.

In those circumstances, it is expected the directors of the Plan Company and certain other Group entities would file for administration to comply with their directors' duties obligations and to protect the interests of creditors.

The PSL also provides information in respect of the Group's expected financial performance, in particular, the Group is forecasting a statutory loss before tax of approximately £15.0 million in the year to 29 June 2024 under IFRS 16 after all exceptional items and impairments associated with the Restructuring Plan. This is consistent with the guidance provided in the Company's trading statement on 24 January 2024 of IAS 17 EBITDA of c.£3.0 - 3.5 million for the same period.

Update re General Meeting

The Company notes the announcement made by Nightcap on 30 May 2024 in which it confirmed that it does not intend to make an offer for the entire issued and to be issued share capital of the Company.

In the absence of any option which would provide a better outcome for stakeholders, Shareholders are strongly advised to vote in favour of the Fundraising Resolutions at the General Meeting in order for the Fundraising to proceed and to enable the Restructuring Plan to be sanctioned by the Court.

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

For further information, please contact:

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.

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.

Forward Looking Statements

This announcement contains statements about the Company that are or may be deemed to be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, may be forward-looking statements.

These forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements, which speak only as at the date of this announcement. The Company disclaims any obligation or responsibility to update publicly or to review any forward-looking or other statement contained in this announcement, except as required by applicable law.