LONDON: Nightcap Plc has agreed to acquire the Adventure Bar Group including the entire issued share capital of +Venture Battersea Limited, Adventure Bars Mid Limited and Adventure Bars Luna Digbeth Ltd (target bars).
The maximum aggregate consideration payable to the Vendors is £2.5 million and comprises an initial consideration of £1.0 million payable on completion and up to £1.5 million of deferred consideration, dependent upon the financial performance of the target bars.
Upon completion of the acquisition, Nightcap will become the operator of an additional nine bars. The bars being acquired are seven established themed bars located in popular London locations, a large outdoor bar, food and entertainment venue in Birmingham, a bar site opening in Birmingham on 17 May 2021 and a 50% interest in a central London roof-top bar.
The nine Target Bars include all of the bars branded ‘Tonight Josephine’, ‘Bar Elba’, ‘Luna Springs’ and ‘Blame Gloria’, which predominantly provide a cocktail-orientated drinks offering.
The Adventure Bar Group has a pipeline of additional sites and the board of Nightcap believes that the target bar brands have significant potential for national expansion to up to 40 locations.
In order to fund the UK roll out of the Target Bars’ ‘Tonight Josephine’, ‘Bar Elba’ and ‘Luna Springs’ bar brands and pay down part of the debt associated with the Acquisition, Nightcap announces that it is currently seeking to raise approximately £4 million by way of a proposed placing of new ordinary shares of 1p each in the Company at a price that is to be determined.
Allenby Capital Limited is acting as broker in connection with the Proposed Placing.
The consideration will be satisfied by the issue of up to 11,904,761 new Ordinary Shares at a price of 21p (being 4,761,905 new Ordinary shares as initial consideration and up to 7,142,856 new Ordinary Shares as deferred consideration). In addition, approximately £0.41 million of the Target Bars’ creditors have agreed to convert loans into new Ordinary Shares at 21p per new Ordinary Share.
Five of The London Cocktail Club bars which have access to outside seating areas reopened on 12 April 2021 and, in line with other UK bar operators, these bars have since traded well and in line with management’s expectations. The remaining five London Cocktail Club bars are scheduled to reopen on 17 May 2021 and the Board is encouraged by the level of bookings received for the post-17 May 2021 period. Nightcap is currently in negotiations in respect of opening a number of additional London Cocktail Club sites.
As at 30 April 2021, the Group had unaudited cash balances of approximately £3.5 million and had total borrowings of approximately £1.3 million.
Sarah Willingham, Chief Executive Officer of Nightcap, commented: “I am delighted to announce the acquisition of Adventure Bar Group, so soon after our IPO and initial acquisition of The London Cocktail Club. Tom and Toby have built an enviable portfolio of amazing brands and venues which have delighted their customers for years. Bringing Adventure Bar Group into the Nightcap family was a logical step for them in pursuit of their ambition to realise the full potential of their brands. I am truly looking forward to working with them to realise that ambition.
“The further expansion of Adventure Bar Group will take place during a time where the opportunity to acquire first class property at attractive rates is unmatched by anything I have seen during my 25 years in hospitality. The acquisition furthermore expands the opportunity to take on different types of property, particularly with the Bar Elba and Luna Springs concepts trading as large outdoor venues, benefitting significantly when trade is restricted indoors and during the summer period.
“We are all looking forward with much excitement to 17 May 2021 when our entire estate will be able to welcome back customers.”
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