Annonce • Jun 28
Nightcap Proposes Voluntary Cancellation of Ordinary Shares Admission to Trade on AIM Nightcap Plc announced the proposed cancellation of admission of its Ordinary Shares to trading on AIM (‘Cancellation’), a proposed re-registration as a private limited company (‘Re-registration’) and the proposed adoption of new articles of association (the ‘New Articles’)(together, the ‘Proposals’). The Directors have undertaken an extensive review to evaluate the benefits and drawbacks to the Company and its Shareholders of retaining the admission to trading on AIM of the Ordinary Shares. This review has included, amongst other matters, the value that the current market capitalisation ascribes to the Company, the liquidity of the Ordinary Shares, the ability to raise further equity through public markets at an acceptable price and the cost of maintaining a public quotation. For these reasons, the Directors have concluded that the Proposals are in the best interests of the Company and its Shareholders as a whole. Further details of the background and strategic context to and the reasons for the Proposals and other matters are set out in Appendix I to this announcement. The Company has received irrevocable undertakings from several shareholders and the Directors, representing approximately 76.9% of the Company's issued share capital, to vote in favour of the Resolutions. Gareth Edwards, Chair of Nightcap, commented: ‘We have not taken this decision lightly, however, following an extensive review and deliberation to ascertain the most effective way to maximise Shareholder value in the longer term and increase the potential for the long-term success of the Company, the Board has unanimously concluded that it is in the best interests of the Company and our Shareholders to cancel our AIM admission and re-register as a private limited company’. ‘The Board believes that Nightcap's current public market valuation does not reflect the underlying potential of our business or our achievements to date and that this is unlikely to change in the short-to-medium term. Since our last institutional fundraise in May 2021, we have demonstrated several times that we can access funding from non-institutional sources at a premium to our share price at the time’. ‘We believe that we will be able to continue to execute on our strategy as a private company and therefore we believe that a cancellation of the Company's admission on AIM is in the best interests for Shareholders and for the future of our business as a whole’. A circular (‘Circular’) will be sent to Shareholders June 28, 2024, setting out the background to and reasons for the Proposals. The Company is seeking Shareholder approval for the Proposals at a general meeting, to be convened for 10:00 a.m. on 17 July 2024 (the ‘General Meeting’). The Cancellation Resolution is conditional, pursuant to Rule 41 of the AIM Rules, upon the approval of Shareholders holding not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting, notice of which is set out in the Circular. The resolution to approve the Re-registration and adoption of the New Articles also requires the approval of not less than 75 per cent. of the votes cast by shareholders at the General Meeting. If the Cancellation Resolution is passed at the General Meeting, it is anticipated that the Cancellation will become effective at 7.00 a.m. on 29 July 2024. To facilitate future shareholder transactions in the Ordinary Shares, conditional upon the Cancellation Resolution being passed, Asset Match Limited has been appointed to provide a matched bargain facility, which is expected to be available from 29 July 2024. Asset Match, a firm Authorised and Regulated by the Financial Conduct Authority (FRN 579310), will operate an electronic off-market dealing facility in the Ordinary Shares. This facility will allow existing shareholders of the Company and new investors to trade the Ordinary Shares by matching buyers and sellers through periodic auctions. Annonce • May 31
Nightcap Provides Revolution Bars Group Offer Update Nightcap Plc (AIM:NGHT) noted, with disappointment, the announcement by Revolution Bars Group plc (AIM:RBG) of 28 May 2024 in which Revolution Bars rejected a non-binding proposal by Nightcap of a share for share offer for the entire issued and to be issued share capital of Revolution Bars (the "Possible Offer"). After encouragement by both Revolution Bars shareholders and Nightcap shareholders, the Company engaged in discussions with Revolution Bars and invested significant time and resources to explore the Possible Offer. A non-binding proposal was submitted to the board of Revolution Bars on 17 May 2024 which, the board of Nightcap believes, presented an improved outcome for Revolution Bars' shareholders and a significantly de-leveraged position for its creditors. At no point did Nightcap receive legal advice to suggest that this non-binding proposal was not capable of being delivered. The non-binding proposal did not include a fixed fundraising amount as Nightcap did not receive detailed financial information to help identify the cash requirements of Revolution Bars and the enlarged business until 21 May 2024. The board of Nightcap believes that the Possible Offer, if it had been implemented, would have seen Revolution Bars' highly dilutive £12.5m fundraising (announced on 10 April 2024) replaced by a merger of the two businesses, allowing for Revolution Bars' shareholders to suffer less dilution and achieve more value from their investment. The Possible Offer would have included a fundraising and the implementation of the restructuring plan, as already planned and outlined in the announcement by Revolution Bars in its announcement on 10 April 2024 (the "Restructuring Plan"), to be followed by a combination of the Nightcap and Revolution Bars businesses as well as a sale of the Peach Pubs brand. Having received the non-binding proposal the board of Revolution Bars and their advisers challenged Nightcap's proposal in relation to Revolution Bars own short term funding requirements, due to the extended period required for the combination of the Nightcap and Revolution Bars businesses to be implemented. On 23 May 2024 Nightcap was advised that, after careful consideration by the board of Revolution Bars, a number of its stakeholders and advisers, Revolution Bars were rejecting Nightcaps' non-binding proposal. Nightcap respects that the board of Revolution Bars wish to pursue a different outcome and as a result Nightcap confirmed that it does not intend to make an offer for the entire issued and to be issued share capital of Revolution Bars. This is a statement to which Rule 2.8 of the Code applies. As noted in the Company's announcement of 22 May 2024, the board of Nightcap believes that with five acquisitions in just over three years it is very well placed to continue executing on its consolidation strategy. The board also believes that opportunities for further consolidation in the late night sector will continue to arise in the coming year as the sector moves from incremental M&A activity to a fundamental structural transformation as many of the operators in the sector are going through significant change. Annonce • May 24
Nightcap Plc has filed a Follow-on Equity Offering in the amount of £3.5 million. Nightcap Plc has filed a Follow-on Equity Offering in the amount of £3.5 million.
Security Name: Ordinary Shares
Security Type: Common Stock
Securities Offered: 70,000,000
Price\Range: £0.05
Transaction Features: Subsequent Direct Listing Annonce • May 03
Revolution Bars Group Response to Press Speculation The Board of Revolution Bars Group plc (AIM:RBG) noted the recent press speculation and confirms that it has held an exploratory meeting with Nightcap Plc (AIM:NGHT) regarding a range of possible transactions including a possible offer for the entire issued and to be issued ordinary share capital of Revolution Bars Group. Nightcap is not participating in the Formal Sales Process, as announced on 10 April 2024. There can be no certainty that any firm offer will be made for Revolution Bars Group, nor as to the terms on which any firm offer might be made. In accordance with Rule 2.6(a) of the Code Nightcap is required, by no later than 5.00 p.m. (London time) on 30 May 2024, being 28 days after today's date, to either announce a firm intention to make an offer for Revolution Bars Group in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code. A further announcement will be made as and when appropriate. New Risk • Apr 04
New minor risk - Share price stability The company's share price has been volatile over the past 3 months. It is more volatile than 75% of British stocks, typically moving 7.1% a week. This is considered a minor risk. Share price volatility indicates the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. It also increases the risk of potential losses in the short term as the stock tends to have larger drops in price more frequently than other stocks. Currently, the following risks have been identified for the company: Major Risk Earnings have declined by 6.1% per year over the past 5 years. Minor Risks Share price has been volatile over the past 3 months (7.1% average weekly change). Shareholders have been diluted in the past year (18% increase in shares outstanding). Market cap is less than US$100m (UK£9.26m market cap, or US$11.7m). Reported Earnings • Mar 20
First half 2024 earnings released: UK£0.008 loss per share (vs UK£0.005 loss in 1H 2023) First half 2024 results: UK£0.008 loss per share (further deteriorated from UK£0.005 loss in 1H 2023). Revenue: UK£33.4m (up 42% from 1H 2023). Net loss: UK£1.79m (loss widened 81% from 1H 2023). Over the last 3 years on average, earnings per share has increased by 52% per year but the company’s share price has fallen by 44% per year, which means it is significantly lagging earnings. Annonce • Feb 22
Nightcap Plc has filed a Follow-on Equity Offering in the amount of £1 million. Nightcap Plc has filed a Follow-on Equity Offering in the amount of £1 million.
Security Name: Ordinary Shares
Security Type: Common Stock
Securities Offered: 16,666,666
Price\Range: £0.06
Transaction Features: Subsequent Direct Listing Annonce • Nov 30
Nightcap plc Announces CFO Changes Nightcap announced that Toby Rolph is stepping down as Chief Financial Officer. Toby has been involved with Nightcap since the IPO nearly three years ago and will remain with Nightcap for the coming months to ensure a smooth and orderly handover of his role. He will step down as a director of the Company on 30 November 2023. The Board of Nightcap announced that Richard Haley has been appointed as Interim Chief Financial Officer in a non-board capacity. Richard most recently held the role of Deputy Group Chief Financial Officer of Delinian Limited, formerly Euromoney Institutional Investor PLC (a FTSE 250 company). He has over twenty years of finance experience. Previously Richard was Chief Financial Officer at Future PLC and has held senior finance positions at Tesco PLC, William Hill PLC and Halma PLC. Richard spent the early part of his career at KPMG. Reported Earnings • Nov 24
Full year 2023 earnings released: UK£0.021 loss per share (vs UK£0.001 profit in FY 2022) Full year 2023 results: UK£0.021 loss per share (down from UK£0.001 profit in FY 2022). Revenue: UK£46.4m (up 29% from FY 2022). Net loss: UK£4.17m (down UK£4.28m from profit in FY 2022). Annonce • Nov 23
Nightcap Plc, Annual General Meeting, Dec 18, 2023 Nightcap Plc, Annual General Meeting, Dec 18, 2023, at 10:00 Coordinated Universal Time. Location: 5 St. Helen's Place, London. United Kingdom New Risk • Sep 29
New minor risk - Financial data availability The company's latest financial reports are more than 6 months old. Last reported fiscal period ended January 2023. This is considered a minor risk. If the company has not reported its earnings on time, it may have been delayed due to audit problems or it may be finding it difficult to reconcile its accounts. Currently, the following risks have been identified for the company: Major Risk Less than 1 year of cash runway based on free cash flow trend (-UK£4.3m free cash flow). Minor Risks Latest financial reports are more than 6 months old (reported January 2023 fiscal period end). Currently unprofitable and not forecast to become profitable next year (UK£1.9m net loss next year). Shareholders have been diluted in the past year (9.9% increase in shares outstanding). Market cap is less than US$100m (UK£18.0m market cap, or US$22.0m). New Risk • Jul 03
New minor risk - Shareholder dilution The company's shareholders have been diluted in the past year. Increase in shares outstanding: 9.9% This is considered a minor risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risk Less than 1 year of cash runway based on free cash flow trend (-UK£4.3m free cash flow). Minor Risks Currently unprofitable and not forecast to become profitable next year (UK£1.9m net loss next year). Shareholders have been diluted in the past year (9.9% increase in shares outstanding). Market cap is less than US$100m (UK£24.0m market cap, or US$30.4m). Annonce • Jun 10
Nightcap Plc (AIM:NGHT) entered into an asset purchase agreement to acquire Certain assets of DC Bars and Tuttons Brasserie for £4.65 million. Nightcap Plc (AIM:NGHT) entered into an asset purchase agreement to acquire Certain assets of DC Bars and Tuttons Brasserie for £4.65 million on June 9, 2023. The consideration of £4.15 million in cash on completion and a further £0.5m payable based on certain conditions being met. In conjunction with the Acquisition, Nightcap has raised a total of £5.0 million, through a subscription of 19,583,333 of new ordinary shares in the Company (the "Subscription Shares") at 12 pence per share, being a premium of 26.3% to Nightcap's last closing mid-market share price on June 8, 2023, to raise £2.35 million and the issue of £2.65 million new convertible loan notes. The Initial Consideration has been satisfied fully in cash and funded by Nightcap from a combination of the issue of: (i) the Subscription Shares at a price of 12 pence per share to new and existing shareholders in Nightcap; and (ii) £2.65 million of new convertible loan notes ("CLNs"), raising a total of £5.0 million for Nightcap. Reported Earnings • Mar 14
First half 2023 earnings released: UK£0.50 loss per share (vs UK£0.004 loss in 1H 2022) First half 2023 results: UK£0.50 loss per share (further deteriorated from UK£0.004 loss in 1H 2022). Revenue: UK£23.5m (up 49% from 1H 2022). Net loss: UK£991.0k (loss widened 35% from 1H 2022). Revenue is forecast to grow 19% p.a. on average during the next 2 years, compared to a 9.2% growth forecast for the Hospitality industry in the United Kingdom. Board Change • Nov 16
Less than half of directors are independent There are 7 new directors who have joined the board in the last 3 years. Of these new board members, 3 were independent directors. The company's board is composed of: 7 new directors. No experienced directors. No highly experienced directors. 3 independent directors (4 non-independent directors). Founder & Executive Director Michael Willingham-Toxvaerd is the most experienced director on the board, commencing their role in 2020. Independent Non-Executive Director Lance Moir was the last independent director to join the board, commencing their role in 2021. The following issues are considered to be risks according to the Simply Wall St Risk Model: Minority of independent directors. Lack of board continuity. Lack of experienced directors. Reported Earnings • Nov 12
Full year 2022 earnings released Full year 2022 results: Revenue: UK£35.9m (up UK£30.0m from FY 2021). Net income: UK£114.0k (up UK£5.49m from FY 2021). Profit margin: 0.3% (up from net loss in FY 2021). The move to profitability was driven by higher revenue. Revenue is forecast to grow 23% p.a. on average during the next 2 years, compared to a 9.8% growth forecast for the Hospitality industry in the United Kingdom. Board Change • Apr 27
Less than half of directors are independent Following the recent departure of a director, there are only 3 independent directors on the board. The company's board is composed of: 3 independent directors. 4 non-independent directors. Independent Non-Executive Director Lance Moir was the last independent director to join the board, commencing their role in 2021. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. Breakeven Date Change • Mar 15
Forecast to breakeven in 2022 The analyst covering Nightcap expects the company to break even for the first time. New forecast suggests the company will make a profit of UK£1.40m in 2022. Earnings growth of 96% is required to achieve expected profit on schedule. Buying Opportunity • Jan 24
Now 26% undervalued Over the last 90 days, the stock is up 1.4%. The fair value is estimated to be UK£0.24, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Recent Insider Transactions • May 16
Insider recently sold UK£1m worth of stock On the 12th of May, Raymond Blanc sold around 4m shares on-market at roughly UK£0.23 per share. This was the largest sale by an insider in the last 3 months. Insiders have been net sellers, collectively disposing of UK£1.5m more than they bought in the last 12 months.