THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
FOR IMMEDIATE RELEASE
5 OCTOBER 2017
THE DELTIC GROUP LIMITED AND RANIMUL 1 LIMITED
MERGER PROPOSAL – CLARIFICATION
On Thursday, 5 October 2017, The Deltic Group Limited and Ranimul 1 Limited (together, “Deltic”) announced their proposed terms for a merger (the “Merger Proposal”) with Revolution Bars Group plc (“Revolution” and, together with Deltic, the “Enlarged Group”) (the “Merger Proposal Announcement”). Terms used in this announcement have the meanings given to them in the Merger Proposal Announcement.
The Merger Proposal Announcement contained a section entitled “Ranimul Forecasts” which set out a table of key highlights of Ranimul’s forecast financial performance for each of the years ending February 2018, 2019, 2020 and 2021. The numbers contained in the Net Debt line item in that table erroneously excluded the Ranimul Loan. Consequently, the Net Debt forecasts for Ranimul for each of the years ending February 2018, 2019, 2020 and 2021, and the associated note to the table, are restated below:
(1) Net debt includes third party loans, the Ranimul Loan and finance leases.
In addition, in the section of the Merger Proposal Announcement entitled “Implementation of the Merger Proposal and Indicative Timetable”, it is stated that Deltic believes that as the Merger Proposal would not be deemed to be a reverse takeover by the UKLA a prospectus would not be required. Deltic wishes to clarify that, whilst the Merger Proposal, as a class 1 transaction, would not result in Revolution’s listing being cancelled by the FCA and the Enlarged Group being required to re-apply for admission to trading, a prospectus would be required under section 85(2) of the Financial Services and Markets Act 2000 on the basis that the Merger Proposal would require Revolution to issue ordinary shares equivalent to more than 20% of the number of its ordinary shares already admitted to trading on the main market for listed securities of the London Stock Exchange.
Consequently, the anticipated timetable to complete a merger would be approximately approximately a month longer than the two to three months stated in the Merger Proposal Announcement (and there would be some incremental cost associated with producing a prospectus, over and above that which would typically be required to produce a class 1 circular).
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 6 October 2017. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
|Enquiries The Deltic Group Limited
|Peter Marks, Chief Executive
|Bob Brannan, Chairman
|Ranimul 1 Limited
|Stifel Nicolaus Europe Ltd (Financial Advisor to Deltic)
|020 7710 7600
|Hudson Sandler (Public Relations Advisor to Deltic)
|020 7796 4133
This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law or regulation and therefore any person who comes into possession of this announcement should inform themselves about, and comply with, such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws or regulations of any such relevant jurisdiction.
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.
No profit forecasts or estimates
Other than the Ranimul Profit Forecast and the Ranimul Long Term Profit Forecast, no statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per ordinary share, for Ranimul, Deltic or Revolution, respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Ranimul, Deltic or Revolution, respectively.
Quantified Financial Benefits Statement
Statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to in the Quantified Financial Benefits Statement may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated.
No statement in the Quantified Financial Benefits Statement, or this announcement generally (other than the Ranimul Profit Forecast and the Ranimul Long Term Profit Forecast), should be construed as 3
a profit forecast or interpreted to mean that the Enlarged Group’s earnings in the first full year following the merger, or in any subsequent period, would necessarily match or be greater than or be less than those of Revolution and/or Ranimul and/or Deltic for the relevant preceding financial period or any other period.
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
Forward looking statements
This announcement, including information included or incorporated by reference in this announcement, may contain certain “forward looking statements” regarding the financial position, business strategy or plans for future operations of Ranimul, Deltic and/or Revolution. All statements other than statements of historical fact included in any document may be forward looking statements. Forward looking statements also often use words such as “believe”, “expect”, “estimate”, “hope”, “will”, “may”, “should”, “would”, “could”, “intend”, “anticipate” and words of a similar meaning. Statements relating to reserves are deemed to be forward looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described can be profitably produced in the future. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Ranimul, Deltic and/or Revolution’s businesses and potential synergies resulting from the transaction; and (iii) the effects of government regulation on Ranimul, Deltic and/or Revolution’s business. By their nature, forward looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them. They are also based upon assumptions. Much of the risk and uncertainty relates to factors that are beyond Ranimul, Deltic and/or Revolution’s ability to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. Neither the Deltic group nor any of their respective associates or directors, officers, employees, managers, agents, representatives, partners, members, consultants or advisers: (i) provide any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements will actually occur; nor (ii) assume any obligation to, nor intend to, revise or update these forward looking statements, except as required pursuant to applicable law.