RBG The Revel Collective Plc

For immediate release.

7 May 2024

Revolution Bars Group plc

(the "Company" or the "Group")

Update re General Meeting

Revolution Bars Group plc (AIM: RBG), a leading operator of premium bars and gastro pubs, trading mainly under the Revolution, Revolucion de Cuba and Peach Pubs brands, provides an update to shareholders further to recent announcements and the postponement of the General Meeting, as announced on 30 April 2024.

The Company announced on 10 April 2024 that in order to explore whether a potential sale of the Company or any of its business, assets and/or subsidiaries would provide a better outcome for  stakeholders than the Restructuring Plan, a Formal Sale Process (as referred to in Note 2 on Rule 2.6 of the Takeover Code) ("FSP") and an M&A Process were launched that morning.

As is customary and in order to protect the Company's confidential information and other interests, parties seeking to participate in the FSP were required to enter into a non-disclosure and standstill agreement ("NDA") with the Company.  Following announcement of the FSP, 42 parties, including Nightcap plc ("Nightcap"), were invited to participate in the FSP, of which 32 agreed to participate in the FSP and sign an NDA.  Nightcap declined to participate in the FSP but has since announced that it is also exploring all options with regards to the purchase of certain assets, subsidiaries or brands of the Group or all of the issued and to be issued shares of the Company.

The Board welcomes the interest of all parties in the Group and its businesses and is open to exploring all options that may deliver a superior outcome to the Restructuring Plan.

The Board remains of the view that it is in the best interests of the Company to explore all its strategic options, including supporting the proposal by Revolution Bars Limited ("RBL" or the "Plan Company"), a subsidiary of the Group, of a Restructuring Plan alongside a number of additional measures to be implemented across the Group to re-shape its business as well as exploring, in parallel, the FSP and the M&A Process, in order to deliver the best outcome for stakeholders.  The Restructuring Plan is reliant on completion of the Fundraising, which will require the approval of the Company's shareholders in the General Meeting, which will now be held at a later date, which will enable the Board to more fully update shareholders with respect to the progress of the FSP , M&A process and any other proposals that the Company may receive. 

All details of the earlier notice of 15 April 2024 will remain unchanged save for the new date and location for holding the General Meeting, the date when the register of members will close and the date by which proxies need to be lodged. Proxies already submitted will remain valid for the new date of the GM unless superseded by a new proxy.

Further announcements will be made as appropriate.

Terms not otherwise defined herein shall have the meanings given to them in the Company's circular to shareholders dated 15 April 2024, which remains available at the Company's website at https://www.revolutionbarsgroup.com/media/1464/revolution-bars-group-circular.pdf.

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