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Thursday 12 October, 2017

Stonegate Pub Co.

Offer Update

RNS Number : 4579T
Stonegate Pub Company
12 October 2017


For immediate release

12 October 2017

Stonegate Pub Company Limited ("Stonegate"): Offer for Revolution Bars Group plc ("Revolution") declared Final

Stonegate notes the announcement released by Ranimul 1 Limited ("Deltic") on 10 October 2017 confirming that it does not intend to make a cash offer or merger proposal for Revolution.

The licensed retail industry has faced a number of challenges over the past 12 months, many of which are likely to persist for some time. These include rising input costs, National Living Wage, the Apprenticeship Levy and the new rates regime. Late night business has also suffered from the uncertain consumer environment and increased licensing regulation.


In this context, the Board of Stonegate recognises that scale, breadth and diversity of offer are increasingly important. As a result, Stonegate made a cash offer of 203p (the "Cash Offer") for Revolution Bars on 24 August 2017. The Cash Offer represented a 62.4% premium to the undisturbed Revolution share price on 28 July 2017 and was significantly ahead of research analysts' target prices on that date. The Cash Offer was recommended by the Board of Revolution and was supported at the time by Revolution's largest shareholder. Since the announcement of the Cash Offer the environment remains tough and input costs continue to rise faster than consumer demand in the industry. Revolution's current trading statement in its preliminary results announcement on 3 October 2017 reflected this, noting that September trading, for the sector as a whole, has been disappointing. Unfortunately, commentators and research analysts have been distracted by an attempt by Deltic to force a hostile merger on terms that were attractive to Deltic's shareholders, without Deltic offering any cash to Revolution shareholders.


Stonegate has built its business by being a disciplined buyer of pubs and pub estates. Since creation, Stonegate has grown to over 700 sites and is the UK's leading drinks led licensed retailer. Stonegate is not willing to depart from the acquisition discipline that has made it successful. As a result, Stonegate declares its Cash Offer of 203p final (the "Final Cash Offer") and will not be increased, except that Stonegate reserves the right to set this statement aside in the event of a firm offer announcement to acquire Revolution under Rule 2.7 of the Code by another party which includes the payment of cash to Revolution shareholders. Further, the Board of Stonegate believes that any further delay will prolong the uncertainty for employees of Revolution and is likely to have a detrimental impact on the business.


Stonegate urges shareholders to vote in favour of the Scheme to implement the Final Cash Offer at the shareholder meetings on Tuesday 17 October, in person or by proxy. Revolution shareholders are reminded that the deadline for proxies to be received by Capita Asset Services is 10.00 a.m. on Sunday 15 October 2017 for the Court Meeting and 10.15am on Sunday 15 October 2017 for the General Meeting.


Stonegate believes that the Final Cash Offer brings certainty to Revolution shareholders and all its employees, with payment to Revolution shareholders within four weeks. Stonegate hopes Revolution shareholders recognise the merits of the Final Cash Offer and looks forward to welcoming the employees of Revolution to the Stonegate group.

Ian Payne, Chairman of Stonegate said:

 "We have always been disciplined in the prices we pay for acquisitions. We believe that 203p fully reflects the value of Revolution and the Board of Revolution agrees with us. We urge shareholders to vote in favour of our Final Cash Offer."

Further information in relation to the Final Cash Offer is set out in the Scheme Document published by Revolution on 20 September 2017.




Simon Longbottom

Daniel Wilkinson

+44 (0) 1582 957 009


Barclays (Stonegate's Financial Adviser)

Derek Shakespeare

James Brodie

Neal West (Corporate Broking)

+44 (0) 20 7623 2323


Instinctif (Stonegate's PR Adviser)

Justine Warren

Guy Scarborough


+44 (0) 20 7457 2020


Important Notices

Barclays, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Stonegate and no one else in connection with the offer (the "Offer") and shall not be responsible to anyone other than Stonegate for providing the protections afforded to clients of Barclays nor for providing advice in connection with the Offer or any other matter referred to herein.

This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer shall be made solely by means of the Scheme Document or any document by which the Offer is made which shall contain the full terms and Conditions of the Offer, including details of how to vote in respect of the Offer.

This Announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

The Offer relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. However, if Stonegate were to elect to implement the Offer by means of a takeover offer, such takeover offer shall be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by Stonegate and no one else. In addition to any such takeover offer, Stonegate, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Revolution outside such takeover offer during the period in which such takeover offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside the United States and would comply with applicable law, including the US Exchange Act.

Unless otherwise determined by Stonegate or required by the Takeover Code, and permitted by applicable law and regulation, the Offer shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer to Revolution Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The Offer shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the UKLA.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. 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) 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 Takeover Code, any person who is, or becomes, interested in 1 per cent. 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, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) 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.

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).

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 Panel's website at, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

In accordance with the Takeover Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Revolution securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Takeover Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by Revolution Shareholders, persons with information rights and other relevant persons for the receipt of communications from Revolution may be provided to Stonegate during the Offer Period as requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and Availability of Hard Copies

A copy of this Announcement shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Stonegate's website at by no later than 12 noon (London time) on 13 October 2017. For the avoidance of doubt, the contents of these websites are not incorporated into and do not form part of this Announcement.

Any person who is required to be sent a copy of this Announcement under the Takeover Code may request a hard copy of this Announcement by contacting Daniel Wilkinson at 500 Capability Green, Luton, Bedfordshire, LU1 3LS or on 01582 957009. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form. A hard copy of this Announcement will not be sent to you unless requested.


This information is provided by RNS
The company news service from the London Stock Exchange

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