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Thu 21st Sep 2017 - Deltic Group given 10 October deadline to make offer for Revolution Bars Group
Deltic Group given 10 October deadline to make offer for Revolution Bars Group: Deltic Group has been given until 5pm on 10 October to make an offer for Revolution Bars Group – a week before its shareholders vote on whether to accept a £101.5m takeover bid from Stonegate Pub Company. A statement by the Takeover Panel said: “On 31 July, Revolution announced it had received an approach from Stonegate regarding a possible offer for Revolution. On 15 August, Deltic announced it was considering a possible merger proposal to be effected through an acquisition of Deltic by Revolution using Revolution shares as consideration. On 24 August,, Deltic confirmed that it was also evaluating a possible cash offer as an alternative. On 24 August, the boards of Revolution and Stonegate announced that they had reached agreement on the terms of a recommended firm offer for Revolution, to be implemented by means of a scheme of arrangement. On 20 September, Revolution published a circular to its shareholders convening shareholder meetings in connection with the offer. The Revolution shareholder meetings to approve the scheme of arrangement for the acquisition of Revolution by Stonegate are due to be held on 17 October. The court sanction hearing in respect of the scheme of arrangement is expected to take place on 20 October. Pursuant to rule 2.6 and section 4 of appendix 7 of the Takeover Code, the panel executive has ruled that, unless the executive consents otherwise, Ranimul (Deltic’s parent company) must, by 5pm on 10 October, 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. In the event that Ranimul announces it does not intend to make an offer for Revolution, Ranimul and any person(s) acting in concert with it will, except with the consent of the executive, be bound by the restrictions contained in rule 2.8 of the code in respect of any offer or merger proposal for six months from the date of such announcement.” Deltic Group said: “Further to the announcement made by Revolution Bars Group on 20 September, in respect of the posting of the scheme document relating to the offer by Stonegate Pub Company for Revolution, the Deltic Group notes 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 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 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 October. 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 it does not intend to make an offer for Revolution by 5pm on 10 October. Deltic will make further announcements in due course. In the meantime, Deltic emphasises 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.”


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