The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.
23 November 2016
Tavistock Investments plc
("Tavistock" or the "Company")
Results of placing and subscription
Placing and subscription to raise £2.1 million
Further to the announcement made earlier today, Tavistock Investments plc ("Tavistock" or the "Company") is pleased to announce a placing (the "Placing") and subscription (the "Subscription") (together the "Placing and Subscription") of a total of 70,000,000 new ordinary shares to raise a total of £2.1 million (before expenses). All new ordinary shares are to be issued at a price of 3 pence per new ordinary share (the "Placing and Subscription Price"). The Placing and Subscription is being undertaken within the Company's existing share authorities.
The Placing and Subscription is being undertaken in order to satisfy the cash consideration for the acquisition of the entire share capital of Price Bailey Financial Services Limited ("PBFS") (the "Acquisition"). Further details on the Acquisition were announced by the Company earlier today.
Completion of the Acquisition and the Placing and Subscription remain subject to the Company receiving change of control consent from the Financial Conduct Authority.
A total of 36,733,333 new ordinary shares are to be issued in the Placing (the "Placing Shares"). A total of 33,266,667 new ordinary shares are to be issued in the Subscription (the "Subscription Shares"). The Placing Shares and Subscription Shares will together represent 14.4 per cent. of the enlarged issued share capital of the Company.
The Company also announces that the following Directors and significant shareholders of the Company (as defined in the AIM Rules for Companies) have participated in the Placing or Subscription. Following Admission the respective beneficial holdings of the Directors and those significant shareholders will be, insofar as the Company is aware:
Director / significant shareholder |
Number of Ordinary Shares held prior to the Placing and Subscription |
Number of Placing Shares or Subscription Shares purchased |
Number of Ordinary Shares held following Admission |
Percentage of Enlarged Share Capital |
Brian Raven (Chief Executive Officer)*** |
38,542,362 |
850,000 |
39,392,362 |
8.09% |
Oliver Cooke (Chairman)*** |
2,128,206 |
333,333 |
2,461,539 |
0.51% |
Roderic Rennison (Non-Executive Director) |
355,011 |
100,000 |
455,011 |
0.09% |
Phillip Young (Non-Executive Director)* |
542,447 |
166,667 |
709,114 |
0.15% |
Andrew Staley** |
35,628,000 |
16,666,667 |
52,294,667 |
10.73% |
Christopher Peel |
31,793,293 |
166,667 |
31,959,960 |
6.56% |
City Financial Investment Management Limited |
25,000,000 |
23,333,333 |
48,333,333 |
9.92% |
Malcolm Harper |
20,000,000 |
1,000,000 |
21,000,000 |
4.31% |
* The shares have been subscribed for by Charlene Young (wife of Phillip Young).
**The shares are being subscribed for by UFC Fund Management plc, a company in which Andrew Staley is a director and has a beneficial interest, and which is the ultimate holding company of Investment Fund Services Limited (IFSL).
***Brian Raven and Oliver Cooke each also hold options over 1,600,000 ordinary shares and hold 50,000 G Ordinary Shares. As announced by the Company on 25 August 2016, Mr Cooke and Mr Raven had each exercised their option to subscribe for 50,000 G Ordinary Shares at a price of 1p per share. This option was granted to them under the Company's EMI Share Option Scheme as a performance incentive, the exercise of which was subject to the achievement of certain milestones, all of which had been met. The G Ordinary Shares, as a class, can be converted at any time between 1 August 2016 and 31 July 2018 at the request of the holders into 45,854,034 fully paid new ordinary shares of 1p each in the Company. Mr Cooke and Mr Raven have notified the Company of their intention to convert, which is irrevocable, and the resolutions required to give effect to the conversion will be put to shareholders in the coming months.
In addition, certain other persons discharging managerial responsibilities and/or persons closely associated with them have acquired new ordinary shares in the Subscription as set out in the tables below
Related Party Transaction
The participation by Andrew Staley in the Subscription constitutes a related party transaction (pursuant to Rule 13 of the AIM Rules for Companies) as Mr Staley was a substantial shareholder in the Company within the twelve months preceding the date of the Subscription. Accordingly, the directors, having consulted with the Company's Nominated Adviser, Northland Capital Partners Limited, consider Mr Staley's participation in the Subscription to be fair and reasonable in so far as the Company's shareholders are concerned.
Details of the Placing and Subscription
The Company is raising £2,100,000 (before expenses) through the issue of 36,733,333 Placing Shares and 33,266,667 Subscription Shares at the Placing and Subscription Price, which represents a discount of 23.6 per cent. to the closing middle market price of 3.925 pence per Ordinary Share on 22 November 2016, being the latest practicable closing middle market price prior to the announcement of the Company's intention to perform the Placing and Subscription. The Placing Shares and Subscription Shares will be issued under the Company's existing allotment authorities granted at the Company's Annual General Meeting held on 29 September 2016.
Pursuant to the terms of the Placing Agreement, Allenby Capital has conditionally agreed to use its reasonable endeavours, as agent for the Company, to procure certain institutional and other investors to subscribe for the Placing Shares. The Placing is not being underwritten. The Placing Agreement is conditional upon, inter alia, Admission becoming effective on or before 8.00 a.m. on 29 November 2016 (or such later time and/or date as the Company and Allenby Capital may agree, but in any event by no later than 8.00 a.m. on 23 December 2016).
The Placing Agreement contains customary warranties from the Company in favour of Allenby Capital in relation to, inter alia, the accuracy of the information in this announcement and other matters relating to the Company and its business. In addition, the Company has agreed to indemnify Allenby Capital in relation to certain liabilities it may incur in respect of the Placing. Allenby Capital has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a material breach of the warranties given to Allenby Capital in the Placing Agreement, the failure of the Company to comply in any material respect with its obligations under the Placing Agreement, the occurrence of a force majeure event or a material adverse change affecting the condition, or the earnings or business affairs or prospects of the Company as a whole, whether or not arising in the usual course of business.
Admission and Total Voting Rights
Application will be made to the London Stock Exchange for the Placing Shares, Subscription Shares and the 21,263,462 new Ordinary Shares to be issued to the vendors of PBFS pursuant to the Acquisition (the "Consideration Shares") to be admitted to trading on AIM. It is expected that Admission will become effective on 29 November 2016.
The Placing Shares, Subscription Shares and Consideration Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares including the right to receive dividends and other distributions declared following Admission.
The Placing and Subscription is conditional, inter alia, upon Admission, becoming effective. Following Admission, the issued share capital of the Company will comprise 487,149,776 Ordinary Shares with one voting right per share. The Company does not hold any shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company will be 487,149,776. The above figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
Brian Raven, Chief Executive of Tavistock, commented: "Price Bailey Financial Services is an award winning, profitable firm with an excellent reputation. We're delighted to welcome James King and his team to the group and we look forward to building a substantial business together, looking after higher net worth clients."
For further information:
Tavistock Investments plc Tel: 01753 867000
Oliver Cooke, Executive Chairman
Brian Raven, Group Chief Executive
Northland Capital Partners Limited Tel: 020 3861 6625
William Vandyk
Gerry Beaney
Allenby Capital Limited Tel: 020 3328 5656
Nick Naylor
Nick Athanas
Templars Communications Limited Tel: 020 3642 3140
Kitty Parry
Alice Osborn
All defined terms in this announcement shall have the same meaning as defined in the Company's announcement released at 7.00 a.m. on 23 November 2016 under RNS number 8852P unless otherwise defined herein
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
1 |
Details of the person discharging managerial responsibilities / person closely associated |
a) |
Name |
Brian Raven |
2 |
Reason for the notification |
a) |
Position/status |
Director, Group Chief Executive Officer |
b) |
Initial notification /Amendment |
Initial notification |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) |
Name |
Tavistock Investments plc |
b) |
LEI |
n/a |
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of 1p each in Tavistock Investments plc Identification code (ISIN) for Tavistock Investments plc ordinary shares: GB00BLNMLS43 |
b) |
Nature of the transaction |
Purchase of shares |
c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
3p |
850,000 |
|
d) |
Aggregated information - Aggregated volume - Price |
N/A |
e) |
Date of the transaction |
23 November 2016 |
f) |
Place of the transaction |
Outside of trading venue |
1 |
Details of the person discharging managerial responsibilities / person closely associated |
a) |
Name |
Oliver Cooke |
2 |
Reason for the notification |
a) |
Position/status |
Director, Executive Chairman |
b) |
Initial notification /Amendment |
Initial notification |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) |
Name |
Tavistock Investments plc |
b) |
LEI |
n/a |
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of 1p each in Tavistock Investments plc Identification code (ISIN) for Tavistock Investments plc ordinary shares: GB00BLNMLS43 |
b) |
Nature of the transaction |
Purchase of shares |
c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
3p |
333,333 |
|
d) |
Aggregated information - Aggregated volume - Price |
N/A |
e) |
Date of the transaction |
23 November 2016 |
f) |
Place of the transaction |
Outside of trading venue |
1 |
Details of the person discharging managerial responsibilities / person closely associated |
a) |
Name |
Roderic Rennison |
2 |
Reason for the notification |
a) |
Position/status |
Director, Non-Executive Director |
b) |
Initial notification /Amendment |
Initial notification |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) |
Name |
Tavistock Investments plc |
b) |
LEI |
n/a |
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of 1p each in Tavistock Investments plc Identification code (ISIN) for Tavistock Investments plc ordinary shares: GB00BLNMLS43 |
b) |
Nature of the transaction |
Purchase of shares |
c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
3p |
100,000 |
|
d) |
Aggregated information - Aggregated volume - Price |
N/A |
e) |
Date of the transaction |
23 November 2016 |
f) |
Place of the transaction |
Outside of trading venue |
1 |
Details of the person discharging managerial responsibilities / person closely associated |
a) |
Name |
Charlene Young |
2 |
Reason for the notification |
a) |
Position/status |
Person closely associated with Phillip Young (Non-Executive Director) |
b) |
Initial notification /Amendment |
Initial notification |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) |
Name |
Tavistock Investments plc |
b) |
LEI |
n/a |
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of 1p each in Tavistock Investments plc Identification code (ISIN) for Tavistock Investments plc ordinary shares: GB00BLNMLS43 |
b) |
Nature of the transaction |
Purchase of shares |
c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
3p |
166,667 |
|
d) |
Aggregated information - Aggregated volume - Price |
N/A |
e) |
Date of the transaction |
23 November 2016 |
f) |
Place of the transaction |
Outside of trading venue |
1 |
Details of the person discharging managerial responsibilities / person closely associated |
a) |
Name |
Christopher Peel |
2 |
Reason for the notification |
a) |
Position/status |
Chief Investment Officer |
b) |
Initial notification /Amendment |
Initial notification |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) |
Name |
Tavistock Investments plc |
b) |
LEI |
n/a |
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of 1p each in Tavistock Investments plc Identification code (ISIN) for Tavistock Investments plc ordinary shares: GB00BLNMLS43 |
b) |
Nature of the transaction |
Purchase of shares |
c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
3p |
166,667 |
|
d) |
Aggregated information - Aggregated volume - Price |
N/A |
e) |
Date of the transaction |
23 November 2016 |
f) |
Place of the transaction |
Outside of trading venue |
1 |
Details of the person discharging managerial responsibilities / person closely associated |
a) |
Name |
Jon Dear |
2 |
Reason for the notification |
a) |
Position/status |
Group Operations Director |
b) |
Initial notification /Amendment |
Initial notification |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) |
Name |
Tavistock Investments plc |
b) |
LEI |
n/a |
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of 1p each in Tavistock Investments plc Identification code (ISIN) for Tavistock Investments plc ordinary shares: GB00BLNMLS43 |
b) |
Nature of the transaction |
Purchase of shares |
c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
3p |
1,000,000 |
|
d) |
Aggregated information - Aggregated volume - Price |
N/A |
e) |
Date of the transaction |
23 November 2016 |
f) |
Place of the transaction |
Outside of trading venue |
1 |
Details of the person discharging managerial responsibilities / person closely associated |
a) |
Name |
Ben Raven |
2 |
Reason for the notification |
a) |
Position/status |
Head of Business Development |
b) |
Initial notification /Amendment |
Initial notification |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) |
Name |
Tavistock Investments plc |
b) |
LEI |
n/a |
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of 1p each in Tavistock Investments plc Identification code (ISIN) for Tavistock Investments plc ordinary shares: GB00BLNMLS43 |
b) |
Nature of the transaction |
Purchase of shares |
c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
3p |
183,333 |
|
d) |
Aggregated information - Aggregated volume - Price |
N/A |
e) |
Date of the transaction |
23 November 2016 |
f) |
Place of the transaction |
Outside of trading venue |
1 |
Details of the person discharging managerial responsibilities / person closely associated |
a) |
Name |
Shaun O'Leary |
2 |
Reason for the notification |
a) |
Position/status |
Group Compliance Director |
b) |
Initial notification /Amendment |
Initial notification |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) |
Name |
Tavistock Investments plc |
b) |
LEI |
n/a |
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of 1p each in Tavistock Investments plc Identification code (ISIN) for Tavistock Investments plc ordinary shares: GB00BLNMLS43 |
b) |
Nature of the transaction |
Purchase of shares |
c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
3p |
666,667 |
|
d) |
Aggregated information - Aggregated volume - Price |
N/A |
e) |
Date of the transaction |
23 November 2016 |
f) |
Place of the transaction |
Outside of trading venue |
1 |
Details of the person discharging managerial responsibilities / person closely associated |
a) |
Name |
Malcolm Harper |
2 |
Reason for the notification |
a) |
Position/status |
Sales Director |
b) |
Initial notification /Amendment |
Initial notification |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) |
Name |
Tavistock Investments plc |
b) |
LEI |
n/a |
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of 1p each in Tavistock Investments plc Identification code (ISIN) for Tavistock Investments plc ordinary shares: GB00BLNMLS43 |
b) |
Nature of the transaction |
Purchase of shares |
c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
3p |
1,000,000 |
|
d) |
Aggregated information - Aggregated volume - Price |
N/A |
e) |
Date of the transaction |
23 November 2016 |
f) |
Place of the transaction |
Outside of trading venue |
Important notice
Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
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.
The content of this announcement has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 ("FSMA").
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 (the "Securities Act"), 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. This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, Japan or any jurisdiction where to do so might constitute a violation of local securities laws or regulations (a "Prohibited Jurisdiction"). This announcement and the information contained herein are not for release, publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. This announcement has been issued by and is the sole responsibility of the Company.
Allenby Capital Limited is acting solely as broker exclusively for the Company and no one else in connection with the contents of this announcement and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the contents of this announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Allenby Capital Limited by FSMA or the regulatory regime established thereunder, Allenby Capital Limited accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this announcement, whether as to the past or the future. Allenby Capital Limited accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this announcement or any such statement.
Northland Capital Partners Limited is acting solely as nominated adviser exclusively for the Company and no one else in connection with the contents of this announcement and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the contents of this announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Northland Capital Partners Limited by FSMA or the regulatory regime established thereunder, Northland Capital Partners Limited accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this announcement, whether as to the past or the future. Northland Capital Partners Limited accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this announcement or any such statement.
