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THE REVEL COLLECTIVE PLC

AGM Information Jun 26, 2020

7965_dva_2020-06-26_e05041d1-2e2c-46a8-9b3f-87229a094fc3.pdf

AGM Information

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ORDINARY AND SPECIAL RESOLUTIONS - of - REVOLUTION BARS GROUP PLC (the "Company")

Passed on: 26 June 2020

At the General Meeting of the Company held on 26 June 2020 the following resolutions were passed, in the case of each of Resolutions 1, 3 and 4, as a special resolution and in the case of Resolution 2, as an ordinary resolution:-

SPECIAL RESOLUTION

1. Delisting and Admission to AIM

THAT subject to and conditional on the passing of Resolutions 2 and 3, the directors of the CRPSaQ\ (Whe ³Directors´) be aQd aUe heUeb\ aXWhRUiVed WR:

  • (a) cancel the listing of the existing issued ordinary shares in the capital of the Company on the premium segment of the Official List of the Financial Conduct Authority and to remove such RUdiQaU\ VhaUeV fURP WUadiQg RQ LRQdRQ SWRcN E[chaQge SOc¶V PaiQ PaUNeW fRU OiVWed securities; and
  • (b) apply for admission of the said existing issued ordinary shares and the new ordinary shares issued pursuant to the Firm Placing and the Placing and Open Offer (as defined in the circular to shareholders of the Company dated 10 June 2020 of which this notice forms part (the ³Circular´)) WR WUadiQg RQ AIM, Whe market of that name operated by London Stock Exchange plc;

and, subject to and conditional upon AIM Admission, the regulations produced to the meeting and signed, for the purposes of identification, by the Chairman of the meeting, containing amendments priQciSaOO\ cRQVeTXeQWiaO RQ AIM AdPiVViRQ, be adRSWed aV Whe CRPSaQ\¶V aUWicOeV Rf aVVRciaWiRQ iQ substitution for the existing articles of association of the Company.

ORDINARY RESOLUTION

2. Authority to allot shares

THAT subject to and conditional on the passing of Resolutions 1 and 3:

  • (a) the terms of the Firm Placing and the Placing and Open Offer including the issue price of 20 SeQce SeU NeZ OUdiQaU\ ShaUeV iQ caVh (Whe ³Issue Price´) beiQg a diVcRXQW Rf 42% WR Whe closing market price of 34.5 pence per share on 4 June 2020 (the last practicable day prior to announcement of the Firm Placing and the Placing and Open Offer) be and are hereby approved; and
  • (b) in addition to all existing authorities granted to the Directors, the Directors be and are hereby generally and unconditionally authorised, in accordance with section 551 of the Companies AcW 2006 (Whe ³Companies Act´):
  • (i) to allot and issue up to 45,000,000 ordinary shares of 0.1 pence each in the Company iQ cRQQecWiRQ ZiWh Whe FiUP POaciQg (Whe ³Firm Placing Shares´);
  • (ii) to allot and issue up to 30,017,495 ordinary shares of 0.1 pence each in the Company iQ cRQQecWiRQ ZiWh Whe POaciQg aQd OSeQ OffeU (Whe ³Open Offer Shares´);

(Whe FiUP POaciQg ShaUeV aQd Whe OSeQ OffeU ShaUeV WRgeWheU beiQg Whe ³New Ordinary Shares´) iQ each case at the Issue Price, provided that this authority shall expire on 10 August 2020 but so that

the Company may, before such expiry date, make an offer or agreement which would or might require any such New Ordinary Shares to be allotted after such expiry date and the Directors may allot any such New Ordinary Shares pursuant to any such an offer or agreement as if this authority had not expired.

SPECIAL RESOLUTIONS

3. Disapplication of pre-emptionrights

THAT in addition to all existing authorities granted to the Directors and subject to and conditional on the passing of Resolutions 1 and 2, the Directors be empowered, pursuant to section 570 of the Companies Act, to allot New Ordinary Shares (as defined in Resolution 2) for cash at the Issue Price pursuant to the authority conferred by Resolution 2 above as if section 561(1) of the Companies Act did not apply to any such allotment, provided that this power shall expire on 10 August 2020, save that the Company may, before such expiry date, make an offer or agreement which would or might require New Ordinary Shares to be allotted after such expiry date and the Directors may allot any such New Ordinary Shares pursuant to any such offer or agreement as if this power had not expired.

4. Amendment of the Articles of Association

THAT the regulations produced to the meeting and signed, for the purposes of identification, by the Chairman of the meeting, containing additional and amended provisions to permit the holding of µh\bUid¶ geQeUaO PeeWiQgV, be adRSWed aV Whe CRPSaQ\¶V aUWicOeV Rf aVVRciaWiRQ iQ VXbVWiWXWiRQ fRU Whe existing articles of association of the Company.

««««««««««««««««««.. Chairman/Director

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