Aankondiging • 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. Aankondiging • 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. Aankondiging • 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 Aankondiging • 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. 