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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:

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.