Acquisition

RNS Number : 0408J

Tavistock Investments PLC

01 April 2015

 

Tavistock Investments Plc

Acquisition

1 April 2015

Tavistock Investments Plc ("Tavistock" or "Company") announces that it has acquired the entire issued share capital of Cornerstone Asset Holdings Limited ("Cornerstone") for an initial consideration of £1 and a deferred consideration of £100,000.

Cornerstone's assets include various books of client relationships, together with an FCA regulated entity, Sutcliffe Solloway Financial Planning Limited. These various business interests have historically been managed on Cornerstone's behalf by the Company's subsidiary, Tavistock Partners Limited.  As a part of these arrangements, Tavistock Partners had provided funding via an inter-company account to enable Cornerstone to satisfy deferred payments due to the former owners of its assets. The vendors of Cornerstone are the three original owners of Tavistock Partners, Stephen Moseley, Kevin Mee and Paul Millott.  The proposed transaction will bring these client relationships and the regulated entity into the ownership of the Tavistock group ("Group"). It had originally been intended that this transaction take place at the same time as the acquisition of County Life and Pensions, the business that was subsequently renamed Tavistock Partners, but this was prevented at the time by the existence of a clause in one of Cornerstone's asset purchase agreements which has now been removed, allowing the transaction to proceed.

The initial consideration for the transaction of £1 is payable in cash upon completion and the deferred consideration of £100,000 is payable on 30 June 2015, or such later date as the parties may agree. Tavistock may, at its sole discretion, elect to satisfy the deferred consideration through the issue to the vendors of 1,333,333 new ordinary shares of 1p each in the Company ("Ordinary Shares") at an issue price of 7.5p per share, matching the price at which Ordinary Shares were issued to the vendors in June 2014 in consideration for the acquisition of Tavistock Partners. 

At the end of February 2015 Cornerstone's unaudited management accounts indicated that it had gross assets of £1.25million, including cash balances of £122k and total liabilities of £1.45million, which sum included £639k owed to companies within the Group. In the nine month period to the end of February 2015, Cornerstone reported a loss of £56k on nil turnover.

One of the Cornerstone vendors, Stephen Moseley, is currently interested in 32,422,244 Ordinary Shares representing 11.2 per cent. of the Company's current issued share capital and is also Tavistock Wealth's Business Development Director.  As a consequence the acquisition of Cornerstone is considered to be a related party transaction under the AIM Rules for Companies.

The directors of Tavistock, having consulted with the Company's nominated adviser, Northland Capital Partners Limited, consider that the terms of the acquisition of Cornerstone are fair and reasonable insofar as shareholders are concerned.

For further information:

Tavistock Investments plc Oliver Cooke, Executive Chairman Brian Raven, Group Chief Executive	Tel: [phone]
Northland Capital Partners Limited William Vandyk Matthew Johnson	Tel: [phone]
WH Ireland Limited Tim Feather Mark Leonard	Tel: [phone] Tel: [phone]
Templars Communications Ltd Kitty Parry James Kimber	Tel: [phone]

 

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