Deferred consideration re. Adventure Bar Group

RNS Number : 7157Q

Nightcap PLC

30 June 2022

 

30 June 2022

Nightcap plc

("Nightcap" or the "Company" or the "Group")

Finalising deferred consideration for acquisition of the Adventure Bar Group

Nightcap (AIM: NGHT), the owner of The Cocktail Club, the Adventure Bar Group and the Barrio Familia group of bars, announces that, further to the announcement made on 26 April 2022, the Company has issued 7,142,856 new ordinary shares (the "Earn Out Consideration Shares") of 1p each ("Ordinary Shares") in respect of the deferred consideration payable for its acquisition of the Adventure Bar Group.

The Earn Out Consideration Shares were issued at a price of 21p per share, valuing the deferred consideration paid at £1.5 million.  The Earn Out Consideration Shares have been issued as follows: 2,321,428 to Bryan Lloyd; 2,267,857 to Thomas Kidd; 2,267,857 to Tobias Jackson; and 285,714 to Kieran Botting. The FCA notification, made in accordance with the requirements of the UK Market Abuse Regulation is appended further below.

As previously announced on 26 April 2022, the strong performance of the Adventure Bar Group led to the achievement of the financial milestones required for all the Earn Out Consideration Shares to be issued on a significantly faster timeline than originally expected by the Board.

Sarah Willingham, Chief Executive Officer of Nightcap, commented:

"Realising the full earn-out early is a phenomenal achievement for the founders of the Adventure Bar Group and with the recent successful opening of Tonight Josephine in Cardiff along with the upcoming openings of Blame Gloria, Bristol and Tonight Josephine, Liverpool, the business continues to go from strength to strength".

"The business is setup for further expansion this year with a strong pipeline of attractive sites under negotiation or in legal negotiations".

Admission to AIM

Application has been made to the London Stock Exchange for the Earn Out Consideration Shares to be admitted to trading on AIM ("Admission"). It is anticipated that Admission will occur, and dealings will commence in the Earn Out Consideration Shares at 8:00 a.m. on or around 5 July 2022.

The Earn Out Consideration Shares rank pari passu in all respects with the existing Ordinary Shares of the Company and therefore will rank equally for all dividends or other distributions declared, made or paid after the date of issue.

Total Voting Rights

Following the issue of the Earn Out Consideration Shares, the Company's enlarged issued ordinary share capital now comprises 198,300,657 Ordinary Shares, with one voting right per share. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares in the Company with voting rights is now 198,300,657.

The above figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Interests of Directors and persons discharging managerial responsibilities (PDMRs)

Following the issue of the 7,142,856 Earn Out Consideration Shares, Nightcap's Directors now have the following percentage interests in the Company's issued ordinary share capital:

	Following the issue of the Earn Out Consideration Shares
	Number of Ordinary Shares held	Percentage of issued ordinary share capital
Director
Michael Willingham-Toxvaerd	12,552,501	6.33 %
Sarah Willingham-Toxvaerd	21,686,584	10.94%
Tobias Van der Meer	9,050,000	4.56 %
Lance Moir	360,000	0.18%
Thi-Hanh Jelf	180,000	0.09%

In addition, certain of Nightcap's persons discharging managerial responsibilities ("PDMRs") now have the following percentage interests in the Company's issued ordinary share capital:

	Following the issue of the Consideration Shares
	Number of Ordinary Shares held	Percentage of issued ordinary share capital
PDMR
John James Goodman*	16,032,157	8.08%
James Hopkins	8,105,810	4.09 %
Tobias Jackson	3,545,290	1.79%
Thomas Kidd	3,936,594	1.99%
Jim Robertson	111,484	0.06%

*Includes 901,312 Ordinary Shares held by CGCC Ltd which is beneficially owned and controlled by John James Goodman.

Further details on the terms and the structure of the acquisition of the Adventure Bar Group and the Earn Out Consideration Shares are detailed in the announcements released by the Company on 4 May 2021 and 26 April 2022.

For further enquiries:

Nightcap plc Sarah Willingham / Toby Rolph / Gareth Edwards	[e-mail]
Allenby Capital Limited (Nominated Adviser and Broker) Nick Naylor / Alex Brearley / Piers Shimwell (Corporate Finance) Matt Butlin / Amrit Nahal / Tony Quirke (Sales and Corporate Broking)	[phone] www.allenbycapital.com
Bright Star Digital (PR) Pam Lyddon	https://www.brightstardigital.co.uk/ [phone] [e-mail]

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Thomas Kidd
2.	Reason for the Notification
a)	Position/status	Co-Managing Director, Adventure Bar Group
b)	Initial notification/Amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Nightcap plc
b)	LEI	213800MVK2M2T12TZA46
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the Financial instrument, type of instrument	Ordinary shares of 1p each
	Identification code	ISIN: GB00BLKGVD49
b)	Nature of the transaction	Issue of ordinary shares as vendor consideration
c)	Price(s) and volume(s)	Price(s) Volume(s) Issue price of 21 pence per share 2,267,857
d)	Aggregated information: - Aggregated volume - Price	n/a
e)	Date of the transaction	29 June 2021
f)	Place of the transaction	Outside a trading venue

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Tobias Jackson
2.	Reason for the Notification
a)	Position/status	Co-Managing Director, Adventure Bar Group
b)	Initial notification/Amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Nightcap plc
b)	LEI	213800MVK2M2T12TZA46
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the Financial instrument, type of instrument	Ordinary shares of 1p each
	Identification code	ISIN: GB00BLKGVD49
b)	Nature of the transaction	Issue of ordinary shares as vendor consideration
c)	Price(s) and volume(s)	Price(s) Volume(s) Issue price of 21 pence per share 2,267,857
d)	Aggregated information: - Aggregated volume - Price	n/a
e)	Date of the transaction	29 June 2021
f)	Place of the transaction	Outside a trading venue

 

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