TIDMRBG
RNS Number : 4957R
Deltic Group (The)
21 September 2017
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 3(rd) 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.
Enquiries
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
Robin Mann
Peter Lees
Anthony Ledeboer
Hudson Sandler (Public Relations Advisor to Deltic)
Nick Lyon 020 7796 4133
IMPORTANT NOTICE
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPFMGZLVMMGNZM
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