NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”)
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE
10 October 2017
Statement of intention not to make an offer or merger proposal
The Deltic Group Limited and its holding company Ranimul 1 Limited (“Ranimul or” and, together with Deltic Group Limited, “Deltic”) confirm that they do not intend to make a cash offer or merger proposal for Revolution Bars Group plc (“Revolution”). Terms defined in Deltic’s announcements of 5 October 2017, 9 October 2017 and 10 October 2017 have the same meaning in this announcement.
Although the possible merger proposals set out by Deltic in its announcements of 5 October 2017, 9 October 2017 and 10 October 2017 was Deltic’s preferred structure through which to combine the businesses of Deltic and Revolution, it is not possible to implement the Revised Merger Proposal without the full engagement and agreement of the directors of Revolution which, as at the date of this announcement, has regretfully still not been forthcoming. Deltic notes the announcement of 10 October 2017 by Revolution confirming its position. Consequently, with regret, given that the Rule 2.6 deadline under the Code is 5.00 p.m. today and the absence of full engagement from the directors of Revolution, Deltic is now unable to take its Revised Merger Proposal any further.
This announcement is made in accordance with Rule 2.8 of the Code. As a result of this announcement, Deltic will, except with the consent of the UK Panel on Takeovers and Mergers (the “Panel”), be bound by the restrictions contained in Rule 2.8 of the Code.
For the purposes of Rule 2.8 of the Code, Deltic reserves the right to announce an offer/whitewash proposal or possible offer/whitewash proposal or make or participate in an offer/whitewash proposal or possible offer/whitewash proposal for Revolution (and/or to take any action which would otherwise be restricted under Rule 2.8 of the Code) within the next six months following the date of this announcement in circumstances where:
i. the board of directors of Revolution so agrees and the Stonegate offer has been withdrawn or lapsed;
ii. a third party (other than Stonegate) announces a firm intention to make an offer for Revolution;
iii. Revolution announces a whitewash proposal (for the purposes of Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover; or
iv. the Panel determines that there has been a material change of circumstances.
If the Stonegate offer was withdrawn or lapsed, Deltic will only be able to pursue the Revised Merger Proposal during the six month period with the engagement of the Revolution board (or if one of the other reservations above applies). Accordingly, in the absence of such engagement, Deltic would not be able to make announcements or speak directly to shareholders in relation to a whitewash proposal during that period. If the Stonegate offer is withdrawn or lapses and shareholders wish the Revolution board to explore the Revised Merger Proposal, shareholders should encourage the Revolution board to engage with Deltic at that point in time.
In addition, if the shareholder meetings which have been convened by Revolution to consider and approve the Stonegate offer are adjourned or the Stonegate offer price is increased beyond that indicated in their Rule 2.7 announcement on 24 August 2017, Deltic may seek the Panel’s determination that such event constitutes a material change of circumstances for the purpose of Note 2(d) to Rule 2.8 and therefore that Deltic is not bound by the restrictions in Rule 2.8.
The Deltic Group Limited
Peter Marks, Chief Executive 01908 544100
Bob Brannan, Chairman
Ranimul 1 Limited
Lawrence McGreal 01908 544100
Stifel Nicolaus Europe Ltd (Financial Advisor to Deltic)
Tim Medak 020 7710 7600
Hudson Sandler (Public Relations Advisor to Deltic)
Nick Lyon 020 7796 4133
Stifel, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser and broker exclusively for Ranimul and Deltic and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Deltic for providing the protections afforded to clients of Stifel, nor for providing advice in relation to any matter referred to herein.
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.delticgroup.co.uk by no later than 12 noon (London time) on 11 October 2017. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.