Nightcap prepares to delist shares amid ‘costly’ Piano Works acquisition

Bar owner Nightcap has revealed plans to delist its shares from the London Stock Exchange after its ongoing integration of the Piano Works transaction has proven to be “more costly than initially anticipated”. 

Nightcap, which operates the Cocktail Club and Dirty Martini brands, announced it was acquiring the Piano Works venues in London’s Farringdon and Covent Garden for £200,000 in February this year.

Last month, Nightcap also abandoned its bid to acquire rival bar chain Revolution despite having “invested significant time and resources” into a potential merger. 

Nightcap’s board made a unanimous decision to re-register the bar group as a private limited company after concluding its current public valuation does not reflect the business’ “underlying potential”.

In its notice of the general meeting, the company predicted trading will remain challenging “until the end of the 2024 calendar year” as a result of the cost of living crisis, above inflation increases to business rates and the impact of the National Living Wage boost.

It added adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) for the 52-week ending 30 June 2024 will be “below current market expectations” as a result of these headwinds and the “additional costs” of the Piano Works deal.

Gareth Edwards, chair of Nightcap, said: "We have not taken this decision lightly, however, following an extensive review and deliberation to ascertain the most effective way to maximise Shareholder value in the longer term and increase the potential for the long-term success of the Company, the Board has unanimously concluded that it is in the best interests of the Company and our Shareholders to cancel our AIM admission and re-register as a private limited company.

"The Board believes that Nightcap’s current public market valuation does not reflect the underlying potential of our business or our achievements to date and that this is unlikely to change in the short-to-medium term. Since our last institutional fundraise in May 2021, we have demonstrated several times that we can access funding from non-institutional sources at a premium to our share price at the time."

He added: "We believe that we will be able to continue to execute on our strategy as a private company and therefore we believe that a cancellation of the Company’s admission on AIM is in the best interests for Shareholders and for the future of our business as a whole."

Nightcap is looking to receive shareholder approval for these proposals at a general meeting scheduled for 17 July.

Should the resolution pass, the cancellation is due to become effective from 29 July.