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.
21 September 2017
THE DELTIC GROUP LIMITED
UPDATED STATEMENT RE POSSIBLE MERGER PROPOSAL OR CASH OFFER
Further to the announcement made by Revolution Bars Group plc (“Revolution”) on 20 September, 2017 in respect of the posting of the scheme document relating to the offer by Stonegate Pub Company Limited (“Stonegate”) for Revolution, the Deltic Group Limited (“Deltic”) notes that no reference was made in the announcement in respect of its discussions with the Board of, and due diligence being undertaken on, Revolution. Deltic has found this surprising given that it has put forward a proposal to the Board of Revolution, which it believes would create a compelling alternative to the Stonegate proposal for Revolution shareholders. Unfortunately, Revolution’s Board has rejected Deltic’s merger proposal out of hand and has seen no merit in pursuing merger discussions or conducting any due diligence on Deltic’s business or plans for a combined business.
Deltic continues to progress its own due diligence on Revolution and this has confirmed Deltic’s view that the Stonegate offer undervalues Revolution. In order to put forward its merger proposal and discuss with shareholders, Deltic will in due course publish its own profit forecast and a quantified financial benefits statement in respect of a merger, the timing of which will be dictated by the publication of Revolution’s full year results, which are expected on 3rd October, 2017. In parallel it continues to evaluate a possible cash offer for the entire issued and to be issued share capital of Revolution.
Deltic also notes the announcement today by the Takeover Panel under which Deltic must either announce a firm intention to make an offer for Revolution under Rule 2.7 of the Code or announce that it does not intend to make an offer for Revolution by 5.00pm on 10 October 2017. Deltic will make further announcements in due course. In the meantime, Deltic emphasises that there can be no certainty that an offer or other proposal will be made for Revolution nor as to the terms on which any offer may be made.
The Deltic Group Limited
Peter Marks, CEO 01908 544100
Bob Brannan, Chairman
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
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 Nicolaus Europe Ltd (“Stifel“), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser and broker exclusively for 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 Deltic, nor for providing advice in relation to any matter referred to herein.
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) of the Code 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(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 of the Code.
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 of the Code).
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.
Publication on website
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 22 September 2017. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.