NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT
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DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS
INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET
ABUSE REGULATIONS (EU) NO. 596/2014 WHICH FORMS PART OF DOMESTIC UK
LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK
MAR"). IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE
MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL
THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
22 May
2024
Nightcap
plc
("Nightcap " or the
"Company")
Launch of
fundraising to raise up to £3.5 million
Nightcap (AIM: NGHT), the owner and
operator of 46 premium bars, announces that
it is initiating a proposed fundraising of up to £3.5 million,
before expenses, via the issue of up to 70,000,000 new ordinary
shares of £0.01 each in the Company (the "New Ordinary Shares") at a price of
five pence per New Ordinary Share (the "Issue Price") (the "Fundraising"). As part of the
Fundraising, the Company has already raised £0.75 million, before
expenses, through a firm subscription for 15,000,000 New Ordinary
Shares (the "Subscription
Shares") at the Issue Price (the "Subscription").
In addition to the Subscription, the
Company has received further expressions of interest in
participating in the Fundraising and intends to continue its
fundraising activities in the coming weeks. Further announcements
will be made by the Company in relation to this part of the
Fundraising in due course.
In addition to the Fundraising, the
Board will consider raising additional capital, subject to any
future potential transactions. The Board is grateful to investors
for their support of its fundraisings over the past year and has
received expressions of interest for significant further
conditional investment support subject to the pricing, terms and
conditions of future potential transactions.
The Company will be convening a
general meeting of the Company's shareholders (the "General Meeting") to grant the
Directors the authority to issue and allot the New Ordinary Shares
pursuant to the Fundraising (including the Subscription Shares) for
cash and otherwise than on a pre-emptive basis. A circular,
containing a notice convening the General Meeting, is expected to
be sent to shareholders in due course and a further announcement
will be made at the appropriate time.
The Fundraising (including the
Subscription) will be conditional only upon the passing of the
resolutions at the General Meeting and admission of any New
Ordinary Shares to trading on AIM.
Commenting on the Fundraising, Sarah Willingham, Chief
Executive Officer of Nightcap, said:
"We believe that a once in a
generation opportunity currently exists in the late night bar
sector to create a substantial market leading group of the most
popular and much loved late night bar concepts. It was always our
intention to position Nightcap as the preferred consolidator in the
premium bar sector and with this Fundraising we intend to continue
our efforts to create the UK's leading bar group.
"A combination of businesses
struggling with significant debt from the COVID period, ongoing
macro-economic challenges from the cost-of-living crisis, and rail
strikes have all escalated and accelerated the opportunity for
consolidation, as we see a number of companies from across the
sector considering their future strategic options.
"It is core to our strategy to be
present in the conversations that will shape the late night bar
sector in the UK as we approach the next economic cycle, with a
more positive outlook on real wage growth, lower inflation, coupled
with anticipated lower interest rates, which is expected to lead to
an improvement in consumer confidence.
"Over the last 18 months, we have
built a robust and professional management and leadership
infrastructure at Nightcap and our team is capable of doubling the
number of bars that it manages without the need for Nightcap to
make significant further investment."
Background to the Fundraising and use of
proceeds
Nightcap's strategy,
since its IPO on AIM in January 2021,
is to become the leading bar group in the UK
through consolidation and organic roll-out. Nightcap has completed
five acquisitions since 2021. The Board believes that further
opportunities will arise in the coming year for further
consolidation of a significant part of the premium bar segment as
the sector moves from incremental M&A activity to a more
fundamental shift, as many of the operators in the sector are going
through significant change.
The Board believes that its strategy
of raising capital incrementally to satisfy each acquisition has
been appropriate for its acquisitions to date. However, to execute
the Company's ambition of creating the UK's leading bar group, the
Board now believes that the Company will benefit from strengthening
its balance sheet, which will, among other things, enable it to be
well positioned strategically when future consolidation
opportunities arise.
The Directors intend that the net
proceeds of the Fundraising (once completed) will be
used:
· to
take advantage of acquisition opportunities that the Company
expects to identify as a result of the structural changes taking
place in the premium bar sector of the UK hospitality
industry;
· to
strengthen the Company's balance sheet; and
· for
general working capital purposes.
Details of the Fundraising and Subscription
The total number of New Ordinary
Shares proposed to be issued pursuant to the Fundraising exceeds
the Directors' current authority to issue new Ordinary Shares for
cash on a non-pre-emptive basis. Accordingly, the Fundraising and
the Subscription are conditional on the approval of the Company's
shareholders, at the General Meeting, of resolutions to provide
authority to the Directors to allot New Ordinary Shares in relation
to the Fundraising and the Subscription for cash and otherwise than
on a pre-emptive basis.
The Subscription Shares will
represent approximately 6.01 per cent. of the Company's issued
share capital, as enlarged by the Subscription. Assuming that
the maximum number of New Ordinary Shares that may be issued
pursuant to the Fundraising are issued, these New Ordinary Shares
will represent approximately 22.98 per cent. of the Company's
issued share capital as enlarged by the
Fundraising.
The Issue Price represents a premium
of approximately 30 per cent. to the mid-market closing price on
AIM of 3.85 pence per ordinary share on 21 May 2024, being the
latest practicable business day prior to the publication of this
announcement.
Whilst the funds raised pursuant to
the Subscription have been conditionally raised subject to the
terms of subscription letters entered into between the Company and
the subscribers, as at the date of this announcement, the total
funding proposed under the Fundraising has not yet been raised and
there can be no certainty that the Fundraising will proceed in line
with its proposed terms or as to the amount that may ultimately be
raised pursuant to the Fundraising. The Fundraising is not being
underwritten by any person. The Subscription is not
conditional on the issue of further New Ordinary Shares pursuant to
the Fundraising (excluding the Subscription Shares). The
obligations of investors pursuant to the Subscription will not be
affected if the Fundraising (excluding the Subscription) is not
completed for any reason.
Admission
Application will be made for the
Subscription Shares to be admitted to AIM ("Admission"), which is expected to occur
on or before 2 September 2024. A further announcement
regarding the settlement of the Subscription and Admission will be
made in due course.
Contacts:
Nightcap plc
Sarah Willingham / Richard Haley /
Gareth Edwards
|
email@nightcapplc.com
|
Allenby Capital Limited (Financial Adviser, Nominated Adviser
and Broker)
Nick Naylor / Alex Brearley / Piers
Shimwell (Corporate Finance)
Jos Pinnington / Amrit Nahal / Tony
Quirke (Sales and Corporate Broking)
|
+44 (0) 20 3328 5656
www.allenbycapital.com
|
Bright Star Digital (PR)
Pam Lyddon
|
https://www.brightstardigital.co.uk/
+44 (0) 7534 500 829
pamlyddon@brightstardigital.co.uk
|
Notice to Distributors
Solely for the purposes of the
product governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended and as
this is applied in the United Kingdom ("MiFID II"); (b) Articles 9
and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II and Regulation (EU) No 600/2014 of the
European Parliament, as they form part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended; and (c) local
implementing measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the new Ordinary Shares to
be issued pursuant to the Fundraising have been subject to a
product approval process, which has determined that such securities
are: (i) compatible with an end target market of retail investors
who do not need a guaranteed income or capital protection and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment"). The new
Ordinary Shares to be issued pursuant to the Fundraising are not
appropriate for a target market of investors whose objectives
include no capital loss. Notwithstanding the Target Market
Assessment, distributors should note that: the price of the
Fundraise Shares may decline and investors could lose all or part
of their investment; the new Ordinary Shares to be issued pursuant
to the Fundraising offer no guaranteed income and no capital
protection; and an investment in the new Ordinary Shares to be
issued pursuant to the Fundraising is compatible only with
investors who do not need a guaranteed income or capital
projection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Fundraising. Furthermore, it is noted that, notwithstanding
the Target Market Assessment, investors will only be procured who
meet the criteria of professional clients and eligible
counterparties. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the new Ordinary Shares to be issued pursuant to the Fundraising.
Each distributor is responsible for undertaking its own target
market assessment in respect of the shares and determining
appropriate distribution channels.
Forward Looking Statements
This announcement includes
statements that are, or may be deemed to be, "forward-looking
statements". These forward-looking statements can be identified by
the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "expressions of
interest", "targets", "aims", "continues", "expects", "intends",
"hopes", "may", "will", "would", "could" or "should" or, in each
case, their negative or other variations or comparable terminology.
These forward-looking statements include matters that are not
facts. They appear in a number of places throughout this
announcement and include statements regarding the Directors'
beliefs or current expectations. By their nature, forward-looking
statements involve risk and uncertainty because they relate to
future events and circumstances. Investors should not place undue
reliance on forward-looking statements, which speak only as of the
date of this announcement.
Notice to overseas persons
This announcement does not
constitute, or form part of, a prospectus relating to the Company,
nor does it constitute or contain any invitation or offer to any
person, or any public offer, to subscribe for, purchase or
otherwise acquire any shares in the Company or advise persons to do
so in any jurisdiction, nor shall it, or any part of it form the
basis of or be relied on in connection with any contract or as an
inducement to enter into any contract or commitment with the
Company.
This announcement is not for
release, publication or distribution, in whole or in part, directly
or indirectly, in or into Australia, Canada, Japan or the Republic
of South Africa or any jurisdiction into which the publication or
distribution would be unlawful. This announcement is for
information purposes only and does not constitute an offer to sell
or issue or the solicitation of an offer to buy or acquire shares
in the capital of the Company in Australia, Canada, Japan, New
Zealand, the Republic of South Africa or any jurisdiction in which
such offer or solicitation would be unlawful or require preparation
of any prospectus or other offer documentation or would be unlawful
prior to registration, exemption from registration or qualification
under the securities laws of any such jurisdiction. Persons
into whose possession this announcement comes are required by the
Company to inform themselves about, and to observe, such
restrictions.
This announcement is not for
publication or distribution, directly or indirectly, in or into the
United States of America. This announcement is not an offer
of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended, and may not be offered
or sold in the United States, except pursuant to an applicable
exemption from registration. No public offering of securities
is being made in the United States.
General
Neither the content of the Company's
website (or any other website) nor the content of any website
accessible from hyperlinks on the Company's website (or any other
website) or any previous announcement made by the Company is
incorporated into, or forms part of, this announcement.
Allenby Capital, which is authorised
and regulated by the FCA in the United Kingdom, is acting as
nominated adviser to the Company in connection with the
Fundraising. Allenby Capital will not be responsible to any person
other than the Company for providing the protections afforded to
clients of Allenby Capital or for providing advice to any other
person in connection with the Fundraise. Allenby Capital has not
authorised the contents of, or any part of, this announcement, and
no liability whatsoever is accepted by Allenby Capital for the
accuracy of any information or opinions contained in this
announcement or for the omission of any material
information.