Schedule One Update - Nightcap PLC | RNS | Ticker

Schedule One Update - Nightcap PLC

RNS Announcement

RNS Number : 1277L

AIM

08 January 2021

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Nightcap plc ("Nightcap" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

Registered office:

201 Bishopsgate

London

EC2M 3AB

Trading address on Admission:

20 Sclater Street

London

E1 6LB

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.nightcapplc.com (from admission)

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Nightcap was established in 2020 to take advantage of the significant changes taking place within the premium bars segment and the hospitality industry more generally in the UK. Upon Admission, Nightcap will acquire The London Cocktail Club Limited (the "London Cocktail Club"), which is an award winning independent operator of ten individually themed cocktail bars in nine London locations and one location in Bristol.

In addition to scaling the London Cocktail Club, Nightcap intends to identify and acquire other drinks-led hospitality groups that are considered by its Board to have significant potential for additional value creation through roll-out, refinancing, turnaround or market repositioning.

The Company's main country of operation is the United Kingdom.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Securities to be admitted: 135,258,838 ordinary shares of 1 p each.

Issue price: 10 pence per new ordinary share.

No ordinary shares will be held in treasury and there are no restrictions on the transfer of the ordinary shares.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on admission: £4 million.

Anticipated market capitalisation on admission: approximately £13.5 million.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

78.1%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

None

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Directors and Proposed Directors:

Gareth Maitland Edwards	Proposed Non-Executive Chairman
Sarah Willingham-Toxvaerd	Chief Executive Officer
Toby John Rolph	Proposed Chief Financial Officer
Michael Willingham-Toxvaerd	Executive Director
Tobias (Toby) Adriaan van der Meer	Proposed Non-Executive Director
Lance Stuart Moir	Proposed Non-Executive Director
Thi-Hanh Jelf	Proposed Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Shareholder	% of issued share capital held before Admission	% of issued share capital held after Admission
Sarah Willingham-Toxvaerd	31.3%	16.03%
Mark Michael Ward	-	15.14%
Michael Willingham-Toxvaerd	31.3%	9.28%
John James (JJ) Goodman*	-	11.85%
Tobias (Toby) Adriaan Van der Meer	20.1%	6.69%
Hargreave Hale Limited	-	5.54%
Greg Le Tocq	16.0%	5.32%
Raymond Rene Alfred Blanc	-	7.99%
William David Edward Moore	-	6.79%
James William Donald Hopkins	-	5.99%

* Includes ordinary shares held by CGCC Ltd which is beneficially owned and controlled by John James Goodman.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) The Company's anticipated accounting reference date is: 30 June

(ii) The main financial information in the admission document is in relation to the London Cocktail Club and has been prepared to 28 June 2020 (52 weeks) and will be audited. The admission document also contains unaudited financial information in relation to the London Cocktail Club for the 13 weeks to 27 September 2020.

(iii) First three reports:

31 March 2021 (unaudited consolidated interim report for Nightcap for the period from 23 September 2020, being the date of Nightcap's incorporation, to 31 December 2020, plus unaudited financial information on the London Cocktail Club for the 26 weeks to 27 December 2020)

31 December 2021 (audited consolidated report and accounts for Nightcap for the period from 23 September 2020 to 30 June 2021)

31 March 2022 (unaudited consolidated interim report for Nightcap for the six-month period ending 31 December 2021)

EXPECTED ADMISSION DATE:

13 January 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

Allenby Capital Limited

5 St Helen's Place

London

EC3A 6AB

NAME AND ADDRESS OF BROKER:

Allenby Capital Limited

5 St Helen's Place

London

EC3A 6AB

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

A copy of the admission document containing full details about the applicant and the admission of its securities will be available on the Company's website at www.nightcapplc.com from Admission.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The QCA Corporate Governance Code 2018

DATE OF NOTIFICATION:

8 January 2021

NEW/ UPDATE:

Update

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RNS metadata

Title: Schedule One Update - Nightcap PLC
Time: 15:20:05
Date: 8 Jan 2021
Category: Capital structure
ID: 1277L