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Tue 10th Oct 2017 - Deltic ends interest in Revolution after ‘engagement with directors still not forthcoming’
Deltic ends interest in Revolution after ‘engagement with directors still not forthcoming’: Deltic Group has ended its interest in Revolution Bars Group after “engagement with its directors was still not forthcoming”. Deltic said it did not intend to make a cash offer or pursue its revised merger proposal as today’s (Tuesday, 10 October) 5pm deadline set by the Takeover Panel lapsed. Deltic stated: “Although the possible merger proposals set out by Deltic in its announcements of 5 October, 9 October and 10 October 2017 was Deltic’s preferred structure through which to combine the businesses of Deltic and Revolution, it is not possible to implement the revised merger proposal without the full engagement and agreement of the directors of Revolution which, as at the date of this announcement, has regretfully still not been forthcoming. Deltic notes the announcement of 10 October by Revolution confirming its position. Consequently, with regret, given the rule 2.6 deadline under the code is 5pm today and the absence of full engagement from the directors of Revolution, Deltic is now unable to take its revised merger proposal any further. This announcement is made in accordance with rule 2.8 of the code. As a result of this announcement, Deltic will, except with the consent of the UK panel on takeovers and mergers be bound by the restrictions contained in rule 2.8 of the code. For the purposes of rule 2.8 of the code, Deltic reserves the right to announce an offer/whitewash proposal or possible offer/whitewash proposal or make or participate in an offer/whitewash proposal or possible offer/whitewash proposal for Revolution (and/or to take any action which would otherwise be restricted under rule 2.8 of the code) within the next six months following the date of this announcement in circumstances where the board of directors of Revolution so agrees and the Stonegate offer has been withdrawn or lapsed; a third party (other than Stonegate) announces a firm intention to make an offer for Revolution; Revolution announces a whitewash proposal or a reverse takeover; or the panel determines that there has been a material change of circumstances. If the Stonegate offer was withdrawn or lapsed, Deltic will only be able to pursue the revised merger proposal during the six-month period with the engagement of the Revolution board (or if one of the other reservations above applies). Accordingly, in the absence of such engagement, Deltic would not be able to make announcements or speak directly to shareholders in relation to a whitewash proposal during that period. If the Stonegate offer is withdrawn or lapses and shareholders wish the Revolution board to explore the revised merger proposal, shareholders should encourage the Revolution board to engage with Deltic at that point in time. In addition, if the shareholder meetings which have been convened by Revolution to consider and approve the Stonegate offer are adjourned or the Stonegate offer price is increased beyond that indicated in their rule 2.7 announcement on 24 August 2017, Deltic may seek the panel’s determination that such event constitutes a material change of circumstances for the purpose of note 2(d) to rule 2.8 and therefore that Deltic is not bound by the restrictions in rule 2.8.”

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