Revolution Bars Share Discussion Threads

[exbroker] 10/10/2017 17:03

It’s down to Artemis 15% and the Arbs with about 23% to squeeze a higher price, they have the votes to block the scheme easily. Fat lady still in her chair.

[spot1034] 10/10/2017 16:18

I don't think for a moment Stonegate would walk away if they couldn't get this for 203p. They've probably been prepared to pay more right from the start and will think Christmas has come early if they don't have to.

[montyville2] 10/10/2017 16:14

The latest Deltic statement talks about discussions with institutional shareholders being sympathetic to the merger proposal and I suspect you are right 'Spot' that these together with the management want to engineer a higher Stonegate offer. The vote on the offer is on the 17th...so not long to wait. Although unlikely now Deltic have another 45 minutes to make an offer....clocks ticking either way!

[spot1034] 10/10/2017 16:07

I suspect the Revolution board really wants to force Stonegate to up the price a bit but they aren't able to say so having already backed the original offer. They are recommending the 203p yet are still encouraging Deltic to make a cash bid, as if they know it's being sold too cheaply. I'm not sure where the statement from Deltic a few minutes ago gets us to be honest. The price has dropped a couple of pence but is still above the Stonegate offer. It's fairly obvious that Deltic haven't been able to put together a cash bid but they still aren't ready to walk away.

[turbocharge] 10/10/2017 16:00

Ectract from today s RNS

Commenting on the Revolution Response Announcement, Bob Brannan, Deltic's Chairman, said:

"Deltic is incredulous that Keith Edelman, the only Board member of Revolution who has had any contact with Deltic since the merger proposals were put forward (other than Mike Foster, the Chief Financial Offer), and its advisers can, given feedback from Revolution's shareholders, continue to recommend Stonegate's offer at a price below both the current Revolution share price and all brokers' views on the value per share of Revolution if the Merger Proposal was implemented, whilst refusing to have any meaningful engagement with Deltic and demonstrating a limited understanding of the nightclub market. If Deltic succeeds in implementing its Revised Merger Proposal, it will adopt a very different approach to the stewardship of shareholders' capital."

[boonkoh] 10/10/2017 15:58

You think the funds are seeing an opportunity to load up on shares and hen force Stonegate to offer 215p+ to secure binding commitments on their votes?

[montyville2] 10/10/2017 15:45

Another from Merril Lynch declaring an 11% holding

[yupawiese2010] 10/10/2017 14:05

In the news section above posts, MVN also increasing position.

[simonong84] 10/10/2017 13:30

Where did you see that Monty?

[montyville2] 10/10/2017 12:44

Interesting that MAN GROUP increasing its long position

[spot1034] 10/10/2017 11:59

It's going down to the wire and possibly even beyond it. If Deltic do not make a cash offer, they will still recommend shareholders reject the 203p.

[spot1034] 10/10/2017 08:25

Still trading well above 203p, so there must be an expectation that something is going to happen during the day.

[qs99] 10/10/2017 07:20

Have until 5.30 don't they?

[snowydays] 10/10/2017 07:17

Still no cash offer from Deltic, looks like they cannot raise the money.

203p it is then!

[qs99] 09/10/2017 22:10

Well with Artemis withdrawing their 15%, I think they will have to up their game / offer in order to get them back to the table and kick Deltic in to touch IMO DYOR

[aishah] 09/10/2017 17:54

Stonegate offer looking weaker by the hour. RGB directors need kicking up the backside!

[qs99] 09/10/2017 17:37

hehe, yes hotting up and Deltic response is quite good IMO and highlights some fairly high handed approaches by plc board. It would be better however if Deltic could at least put some cash on the table to back themselves up IMO. OR Stonegate could stop mucking around and put a fuller offer on the table which would make Deltic merger harder to accept. Either way IMO the board are not really doing a lot other than supporting an offer 7p under the market price! DYOR but looking forward to more movements here and maybe other instis doing an Artemis.......

in fact, why don't Stonegate just buy Artemis out at say £2.20 and make that its next bid in cash but at least then it owns 15%>! DYOR and IMO

[mmc71] 09/10/2017 17:35

Deltic sticking the boot into RBG directors - and with good cause IMO.

I hope and think the Stonegate 203p offer will be rejected - but having said that i thought Paysafe shareholders would reject the lowball 590p offer there, but it somehow managed to squeeze through.

[crumppot] 09/10/2017 17:28

It is all hotting up and the share price indicates there could be some more action to come.

Phew...I might need a drink. Any recommendations on where to go?

Bar Soba a relatively new entrant to this market looks interesting.

[snowydays] 09/10/2017 17:27

Revised merger proposal, but still no cash offer.

[crumppot] 09/10/2017 17:27

9 October 2017

Revised merger proposal

The Deltic Group Limited and its holding company Ranimul 1 Limited ("Ranimul" and, together with Deltic Group Limited, "Deltic") note the announcement by Stonegate Pub Company Limited ("Stonegate") dated 6 October 2017 in which Stonegate disclosed that Artemis Investment Management LLP's had withdrawn its non-binding letter of intent to vote in favour of the offer by Stonegate. Deltic refers to its announcement, dated 5 October 2017, regarding its proposed terms for a merger between Deltic and Revolution. Terms defined in that announcement have the same meaning in this announcement.

The Merger Proposal remains Deltic's preferred structure through which to combine the businesses of Deltic and Revolution. Following positive feedback from a significant number of Revolution shareholders with whom Deltic has met in respect of the Merger Proposal, Deltic herein sets out an alternative merger proposal (the "Revised Merger Proposal") as follows:

a) The Revised Merger Proposal continues to be based on the proposal announced on 5 October 2017 under which existing Revolution shareholders would own 65% and Ranimul shareholders 35% of the Enlarged Group (subject to paragraphs (b) and (c) and the reservations set out below).

b) The Ranimul Loan (GBP22.3 million as at 24 February 2017) will still be, as set out in the Merger Proposal, refinanced alongside other facilities with third party debt to reflect a level of gearing which Deltic believes prudent and desirable.

c) However, as the purpose of refinancing the Ranimul Loan was to replace high coupon debt with third party debt at commercial rates and not to extract cash, the Ranimul Loan holders would, as an alternative to the original Merger Proposal, be prepared to convert all or part of the value of the Ranimul Loan into additional shares in Revolution at a conversion price of not less than 203 pence per share subject to a special dividend or equivalent mechanism for a return of capital of not less than 20 pence per share being paid to all shareholders in the Enlarged Group on the merger becoming effective.

d) This demonstrates: Deltic's confidence in 203 pence as a minimum per share valuation for the Enlarged Group; its commitment to be treated equally with Revolution shareholders; and its belief in the value creation opportunity of the Enlarged Group.

It is not possible to implement the Revised Merger Proposal without the full engagement and agreement of the directors of Revolution.

As at the date of this announcement, this has regretfully still not been forthcoming. Furthermore, in the announcement by Revolution dated 9 October 2017 (the "Revolution Response Announcement"), Revolution continues to reject any merger proposal by Deltic.

Based on the fact that Revolution has since 6 October raised negligible enquiries on the due diligence information provided to it, Deltic can only assume that Revolution has conducted highly limited analysis on Deltic and, by its comments in the Revolution Response Announcement, has demonstrated that it has not sought to gain any genuine understanding of Deltic or its business model.

Furthermore, Revolution has not conducted any meetings with Deltic's wider management team. Rather, Deltic believes the Revolution board has sought to apply its pre-conceptions and prejudices in re-confirming the position it has held since Deltic made its first approach.

To put this in context, Revolution's Chief Executive has not had a single conversation, meeting or any other form of communication with either Deltic or its advisors in respect of the merger proposals.

Against such a backdrop of hostility, negativity and ill-informed commentary, Deltic does not intend to comment individually on each of the points made by Revolution in the Revolution Response Announcement. Instead, given its very clear value proposition, it would instead invite Revolution shareholders to question why Revolution's Board has failed to engage meaningfully in any alternative to Stonegate's offer of 203 pence per share.

Deltic also notes the announcement by Stonegate dated 6 October, 2017, in which Stonegate commented on the certainty of Stonegate's offer as compared to the Merger Proposal. The Revised Merger Proposal is not a high risk proposition (the Ranimul Profit Forecast, the Ranimul Long Term Forecasts and the Quantifiable Financial Benefits Statement have been made with due care and attention and Deltic's projected post-merger gearing is highly conservative and contrasts significantly with Stonegate's wholly debt funded offer) and is straightforward to execute if Revolution is prepared to engage. Deltic believes Revolution shareholders are perfectly capable of reaching their own determination as to where value lies.

Commenting on the Revolution Response Announcement, Bob Brannan, Deltic's Chairman, said:

"Deltic is incredulous that Keith Edelman, the only Board member of Revolution who has had any contact with Deltic in respect of the merger proposals, and its advisers can, given feedback from Revolution's shareholders, continue to recommend Stonegate's offer at a price below both the current Revolution share price and all broker estimates whilst refusing to have any meaningful engagement with Deltic and demonstrating a limited understanding of the nightclub market. If Deltic succeeds in implementing its Revised Merger Proposal, it will adopt a very different approach to the stewardship of shareholders' capital."

Reservations

Nothing in this announcement should be taken as an indication of the price at which any cash offer would be made, if one were to be made.

On the basis that there has not been any substantive engagement by the Revolution board with Deltic on its Revised Merger Proposal to date, and consequently no agreement has been reached on the terms of the Revised Merger Proposal at the time of this announcement, the number of Revolution shares to be issued as consideration under the Revised Merger Proposal, and the value of the Revised Merger Proposal as implied by the merger ratio above, may be subject to change.

Pursuant to Rule 2.5 of the Code, Deltic reserves the right to set aside the financial terms referred to in this announcement and/or to vary the form and/or mix of the consideration referred to in this announcement, and/or at any time to make an offer or a merger proposal on less favourable terms, including in the following circumstances:
-- with the recommendation or consent of the board of Revolution;

-- if Revolution announces, declares or pays any dividend or any other distribution to shareholders;

-- if a third party (other than Stonegate) announces a firm intention to make an offer for Revolution; or

-- if Revolution announces a whitewash proposal (for the purposes of Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover.

Deltic strongly urges Revolution shareholders to vote against the Stonegate offer and to encourage Revolution's Board to progress Ranimul's Revised Merger Proposal to allow it to be formally presented to, and voted on, by Revolution shareholders.

Deltic confirms that it has until 5.00 p.m. on 10 October 2017 either to 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