Notice of GM

RNS Number : 0268S

Tavistock Investments PLC

12 March 2021

 

Tavistock Investments Plc

("Tavistock" or the "Company")

Notice of General Meeting

12 March 2021

Tavistock announces that it is convening a general meeting of the Company's shareholders (the "GM"), in place of the GM that had been scheduled to take place on 25 March 2021, at 11.30 am on Thursday, 8 April 2021 at the Company's offices at 1 Bracknell Beeches, Old Bracknell Lane, Bracknell RG12 7BW.

The Company announced yesterday that it anticipated holding the GM on 7 April 2021, but this has moved to 8 April 2021 because of the Easter bank holidays.

A copy of the letter that is being sent to shareholders today, together with a copy of the Notice of General Meeting, is enclosed below.  Copies of these documents will also be made available on the Company's website: www.tavistockinvestments.com .

Ends

Enquiries

Tavistock Investments Plc Oliver Cooke Brian Raven	Tel: [phone]
Allenby Capital Limited (Nominated adviser and broker) Corporate Finance: Nick Naylor, Nick Athanas, Liz Kirchner Sales and Corporate Broking: Tony Quirke	Tel: [phone]
Powerscourt Gilly Lock Chloe Retief	Tel: [phone]   020 7250 1446

Letter to Shareholders

12 March 2021

Dear Shareholder,

I wrote to you on 1 March 2021 enclosing a Circular giving notice of a general meeting of the Company (the "GM") at which Shareholders were being asked to consider the introduction of a new growth share incentive arrangement for the Company's leadership team, which will only deliver reward to them in circumstances where they have first succeeded in delivering material value to Shareholders (the "Amended Proposal").

The most recent report received from the Company's registrar, dated yesterday, indicated that a great many shares have been voted in favour of the resolution being proposed at the GM, with none so far voting against. Furthermore, no Shareholder has contacted the Company using the dedicated email address at [e-mail] to express any queries or concerns that they might have regarding the Amended Proposal.

However, the Board has been made aware of some concern over the possibility that A Ordinary Shareholders could receive benefit under the Amended Proposal at a lower share price than they could have under previous share option arrangements, which had exercise prices of 5.25p, 6p and 6.5p.

In order to provide additional reassurance to Shareholders and to remove this as a possibility the Board has decided to modify the Amended Proposal so that no benefit can be achieved by A Ordinary Shareholders, in any circumstances, at a share price of less than 7p.

To achieve this, the GM resolution needs to be replaced with a new one, that excludes any reference to A Ordinary Share class participation in the Equity Value of the Company where the Company's Share Price at the Reference Date is less than 7p. All of the other proposed changes to the Company's Articles will remain as previously outlined in the Circular, dated 1 March 2021. The GM also needs to be rescheduled.

To this end, please find enclosed Notice of a new General Meeting that is being convened, in place of the GM that had been scheduled to take place on 25 March 2021, at 11.30 am on Thursday 8 April 2021 at 1 Bracknell Beeches, Old Bracknell Lane, Bracknell, RG12 7BW. At the General Meeting the resolution set out in the Notice will be proposed to Shareholders.

However, based on current COVID-19 measures implemented by the Government in the United Kingdom SHAREHOLDERS WILL NOT BE PERMITTED TO ATTEND THE MEETING. If Shareholders have any questions or comments relating to the business of the meeting that they would like to put to the Board then they are asked to submit those questions in writing via email to [e-mail] no later than 11.30 am on 6 April 2021.The Company will ensure that the meeting is quorate and that the legal requirements are met.

SHAREHOLDERS WISHING TO VOTE ON ANY OF THE MATTERS OF BUSINESS ARE STRONGLY URGED TO DO SO THROUGH COMPLETION OF A FORM OF PROXY which must be completed and submitted in accordance with the instructions thereon.

A Form of Proxy has been enclosed. To be valid, the Form of Proxy must be completed and returned as soon as possible and, in any event, so as to be received by the Company's registrars, Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR, by not later than 11.30 am on 6 April 2021.

As for all of the Company's meetings, the Company's registrars, Share Registrars Limited, will collate and count the proxy votes received before the cut-off point and will provide a certified summary to the Board for use in the meeting.

The Resolution being proposed is a Special Resolution and will be passed if 75 per cent. or more of the votes cast at the General Meeting are in favour of it.

Copies of these documents, together with the proposed Articles of Association, will be made available on the Company's website www.tavistockinvestments.com .  

Shareholders are reminded that the Independent Directors, being the Company's Non-Executive Directors, believe the Amended Proposal to be in the best interests of both the Company and the Shareholders and are recommending that you vote in favour of the resolution to be put to the meeting.

Yours sincerely

Oliver Cooke

Chairman

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Tavistock Investments plc (Company) will be held at 1 Bracknell Beeches, Old Bracknell Lane, Bracknell, RG12 7BW at 11.30 am on Thursday 8 April 2021 for the following purposes:

Special Business

To consider and, if thought fit, pass the following resolution, which will be proposed as a Special Resolution:

SPECIAL RESOLUTION

THAT with effect from the conclusion of the meeting the articles of association of the Company be amended in the manner set out below:

· By the insertion of the following definitions in Article 1.1:

"A Ordinary Share Class Participation" is calculated by multiplying the Fully Diluted Equity Value of the Company by the A Ordinary Share Class Percentage;  

"A Ordinary Share Class Percentage" means:

a)  13% where the Share Price on the Reference Date is £0.07 or more but less than £0.08;

b)  16% where the Share Price on the Reference Date is £0.08 or more but less than £0.09;

c)  19% where the Share Price on the Reference Date is £0.09 or more;

"Capital Return" has the meaning given to it in Article 4.5.1;

"Exit" a Capital Return or Change of Control, constituting in each case an arms' length bona fide transaction, and which, in the case of a Change of Control is a full cash offer, or a cash and share offer from a public company where the share element of the offer represents no more than 30% of the bidding company's issued share capital;

"Exit Price" means, in each case rounded to the nearest one tenth of one penny, (i) on a Capital Return, the price per share receivable by the Members arising on such Capital Return and calculated by dividing the amount of the surplus assets of the Company remaining after the payment of its liabilities by the issued share capital of the Company on the date of such Capital Return, and (ii) on a Change of Control, the price per share receivable by the selling Members arising on such Change of Control calculated by dividing the Sale Proceeds by the total number of shares the subject of such Change of Control;

"Fully Diluted Equity Value of the Company" means the total number of Ordinary Shares in issue at the Reference Date divided by A, where A = 100% minus the A Ordinary Share Class Percentage;

"Participation Per A Ordinary Share" is calculated by dividing the A Ordinary Share Class Participation by the number of A Ordinary Shares in issue at the Reference Date. The resulting product (rounded downward) will determine the participation rights that each A Ordinary Share will, with effect from the Reference Date, have in terms of voting, dividends and capital returns. By way of example, if the A Ordinary Share Class Participation at the Reference Date were 2,500,000 and the issued A Ordinary Shares were 100,000, then the Participation Per A Ordinary Share would be 25 and each A Ordinary Share would have the same participation rights as 25 Ordinary Shares for the purposes of voting, dividends and any capital returns pursuant to article 4.3 , 4.4 and 4.5;

"Sale Proceeds" means the value of the consideration payable as the result of or upon completion of a Change of Control;

"Share Price" means:

a) the Exit Price in the event of an Exit prior to 30th June 2025; and otherwise

b) in each case rounded to the nearest one tenth of one penny, the higher of (i) the average quoted mid-market price of an Ordinary Share for the five working days immediately preceding 30th June 2025, and (ii) the average mid-market price per Ordinary Share for the six month period ended on 25th June 2025, (in both cases as derived from the AIM Appendix to the Daily Official List);

· By deleting the definition of "Change of Control" in Article 1.1 and replacing it with the following new definition:

"Change of Control" the sale of (or the grant of a right to acquire or to dispose of) any shares in the Company (in one transaction or as a series of transactions) which would, if completed, result in the buyer of those shares (or grantee of that right) and persons acting in concert (as defined in the City Code on Takeovers and Mergers) with him together acquiring a controlling interest (as defined in section 840 of the Income and Corporation Taxes Act 1988);

· By deleting the definition of "Holder" in Article 1.1 and replacing it with the following new definition:

"Holder" in relation to shares, the Member whose name is entered in the register as the holder of those shares;

· By deleting the definition of "Reference Date" in Article 1.1 and replacing it with the following new definition:

"Reference Date" the earlier of 30th June 2025 and the date of an Exit;

· By deleting the following definitions in Article 1.1:

"First Performance Hurdle" during any period of three consecutive working days prior to the Reference Date, the mid-market share price of the Company's ordinary shares (as derived from the AIM Appendix to the Daily Official List) must equal or exceed 0 073 pence;

"Second Performance Hurdle" during any period of three consecutive working days the Company's market capitalisation (either as derived from the AIM Appendix to the Daily Official List or as deduced by reference to the valuation ascribed to the Company as a consequence of a Change of Control) must be not less than £20,000,000 or such other higher number as shall be agreed by the Board at the time at which the G Ordinary Shares are issued;

· By deleting the word 'members' in line one of Article 3.1 and replacing it with the word 'Members';

· By deleting Article 4.1 and replacing it with the following wording:

4.1   The share capital of the Company as at the date of adoption of these Articles of Association consists of ordinary shares of one penny each ("Ordinary Shares") and A ordinary shares of £1 each ("A Ordinary Shares").

· By deleting Articles 4.2, 4.3, 4.4, 4.5 and 4.6;

· By the insertion of the following new Articles 4.2, 4.3, 4.4 and 4.5:

4.2   The Ordinary Shares and the A Ordinary Shares shall constitute different classes of shares for the purposes of the Act but, save as otherwise provided in these Articles, the Ordinary Shares and the A Ordinary Shares shall rank pari passu in all respects.

4.3  Voting

4.3.1 Subject to the Article 4.3.2, the holders of the Ordinary Shares and the A Ordinary Shares shall have the right to receive notice of and attend and vote at any general meeting of the Company.  

4.3.2 The voting rights conferred on the shares held by the holders of the A Ordinary Shares shall, with effect from the Reference Date, in respect of each A Ordinary Share be equivalent to the Participation Per A Ordinary Share.

4.4   Dividends

4.4.1 Subject to Article 4.4.2, the Ordinary Shares and the A Ordinary Shares shall confer to the holders thereof the right to receive dividends.

4.4.2 The holder of each A Ordinary Share in issue at the Reference Date, shall with effect from the Reference Date be entitled to receive the amount of any dividend declared and or paid in respect of each A Ordinary Share equivalent to the Participation Per A Ordinary Share.

4.5   Capital

4.5.1  On a return of capital on a winding up or otherwise (except on a redemption of shares of any class or the purchase by the Company of its own shares) (a "Capital Return") the surplus assets of the Company remaining after the payment of its liabilities shall be distributed amongst the holders of the shares in proportion to the number of shares held by them pari passu (as if they were one class of share) subject always to the holder of each A Ordinary Share receiving the Participation Per A Ordinary Share in respect of such surplus assets.

4.5.2 Subject to Article 4.5.3, in the event of a Change of Control, notwithstanding anything to the contrary in the terms and conditions governing such Change of Control, upon written notice being given to the selling Members, the selling Members immediately prior to such Change of Control shall procure that the Sale Proceeds (whenever received) shall be placed in a designated trustee account and shall be distributed amongst such selling Members in such amounts and in such order of priority as would be applicable on a capital return pursuant to Article 4.5.1.

4.5.3 In the event of a Change of Control:

4.5.3.1   if the payment of any part of the Sale Proceeds is deferred so that it is only due and payable on date(s) falling after the completion of the Change of Control and is also contingent on certain events or targets being met (a deferred contingent instalment), the provisions of Article 4.5.1 shall be applied at the time of completion in respect of the Sale Proceeds to be paid on completion and repeated each time a deferred contingent instalment becomes due and payable. Each time the provisions of Article 4.5.1 are reapplied, when calculating the amount due to Members the Sale Proceeds shall include the sum of all consideration that has already been paid and the relevant deferred contingent instalment, provided that account shall be taken of amounts already received by Members, or not received (as the case may be), in respect of previous payments of consideration; and

4.5.3.2  if the payment of any part of the Sale Proceeds is deferred such that it is only due and payable on date(s) falling after completion of the sale (a deferred instalment), the provisions of Article 4.5.1 shall be applied on completion in respect of the total amount of the Sale Proceeds. Members shall be entitled to share in each payment of the Sale Proceeds (including the deferred instalments) pro-rata to their overall entitlement to the Sale Proceeds, as determined in accordance with Article 4.5.1.

4.5.4  For the purposes of calculating the value of the Sale Proceeds when distributing these in accordance with Article 4.5.1, if any part of the Sale Proceeds comprises the issue of securities (not accompanied by a cash alternative):

4.5.4.1  if the securities will rank pari passu with a class of securities already traded on a recognised investment exchange, their value shall be treated as equal to the value of such securities traded on such exchange; and

4.5.4.2  if the securities will not so rank, their value shall be determined by an independent expert.

· By deleting the word 'Shares' in each of Article 5.1 and 5.2 and replacing it with the word 'shares' on each occasion;

· By inserting the following new Articles 5.3 and 5.4 (with the existing Articles 5.3 to 5.9 (inclusive) being renumbered as Articles 5.5 to 5.11 (inclusive)):

5.3  In accordance with section 551 of the CA 2006, the Directors are generally and unconditionally authorised to allot A Ordinary Shares up to an aggregate nominal amount of £200,000 provided that this authority shall, unless renewed, varied or revoked by the Company, expire on 1st July 2025 save that the Company may, before such expiry, make offers or agreements which would or might require A Ordinary Shares to be allotted and the Directors may allot A Ordinary Shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

5.4  The Board shall have the power to allot A Ordinary Shares for cash, as if section 561(1) of the Act did not apply to that allotment.

· By deleting the word 'Shares' in each of the newly renumbered Articles 5.5, 5.6 and 5.7 and replacing it with the word 'shares' on each occasion;

· By deleting the word 'company' in the second line of the newly renumbered Article 5.10 and replacing it with the word 'Company';

· By inserting the following new Article 5.12:

5.12  Without prejudice to the generality of this Article 5, the rights attached to the A Ordinary Shares shall be deemed to be varied by:

5.12.1  the creation, allotment or issue of any A Ordinary Shares by the Company or the grant of any option or other right to require the allotment or issue of them;

5.12.2  the modification, variation, alteration or abrogation of the rights attached to any of the classes of share capital of the Company;

5.12.3  the alteration, increase, reduction, consolidation, sub-division, re-denomination or other re-organisation of the Company's issued share capital or any part of it;

5.12.4  the passing of any resolution amending the Company's Articles;

5.12.5  an Exit;

5.12.6  the purchase, redemption or any distribution of capital profits or reserves of the Company in respect of any shares otherwise than in accordance with the provisions of the Articles;

5.12.7  the application by way of capitalisation of any sum in or towards paying any debenture or debenture stock (whether secured or unsecured) of the Company.

· By deleting the word 'ordinary' in each of the first and second lines of Article 36.12;

· By deleting the word 'ordinary' in both places in the first line of Article 36.12.2 and replacing the words 'ordinary shares' in lines 5 and 6 with the words 'Ordinary Shares';

· By deleting the word 'ordinary' in the fourth line of Article 36.12.3;

· By deleting the word 'ordinary' in the first line of Article 36.12.5;

· By deleting the word 'ordinary' in each of the lines in which it appears of Article 36.12.6;

· By deleting the word 'ordinary' in the first line of Article 36.12.7;

· By deleting the word 'ordinary' in each of the lines in which it appears of Article 38.1.5.

The proposed new articles of association incorporating all of the above amendments will also be available for inspection on our website www.tavistockinvestments.com .

However, based on current COVID-19 measures implemented by the Government in the United Kingdom SHAREHOLDERS WILL NOT BE PERMITTED TO ATTEND THE MEETING. The Company will ensure that the meeting is quorate and that the legal requirements are met.

SHAREHOLDERS WISHING TO VOTE ON ANY OF THE MATTERS OF BUSINESS ARE STRONGLY URGED TO DO SO THROUGH COMPLETION OF A FORM OF PROXY which must be completed and submitted in accordance with the instructions thereon.

If Shareholders have any questions or comments relating to the business of the meeting that they would like to ask the Board then they are asked to submit those questions in writing via email to [e-mail] no later than 11.30 am on 6 April 2021.

Registered office 1 Bracknell Beeches Old Bracknell Lane Bracknell Berkshire RG12 7BW

By Order of the Board Oliver Cooke Company Secretary

Dated 12 March 2021
 

Notes

Proxy appointment

1.  A Shareholder who is entitled to vote at the meeting is entitled to appoint a proxy or proxies to vote instead of them. Shareholders are urged to appoint the Chairman as the proxy, as any other appointed person will not be able to access, attend or participate in the meeting.

2.  A Form of Proxy is enclosed.

3.  To appoint a proxy the Form of Proxy, and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), must be either (a) sent in hard copy form by post, courier or hand to the Registrars, Share Registrars Limited, The Courtyard, 17 West Street, Farnham, GU9 7DR, or (b) the proxy appointment must be lodged using the CREST Proxy Voting Service in accordance with note 11 below in each case so as to be received no later than 11.30 am on 6 April 2021.

Nominated persons

4.  The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the Act (nominated persons). Nominated persons may have a right under an agreement with the Shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

Information about shares and voting

5.  Holders of Ordinary Shares are entitled to attend and vote at general meetings of the Company. The total number of issued ordinary shares in the Company on 12 March 2021, which is the latest practicable date before the publication of this document is 607,795,801, carrying one vote each on a poll. Therefore, the total number of votes exercisable as at 12 March 2021 is 607,795,801.

Right to attend and vote

6.  Entitlement to vote at the General Meeting, and the number of votes which may be cast at the meeting, will be determined by reference to the Company's register of members at close of business on 6 April 2021 or, if the General Meeting is adjourned, 48 hours before the time fixed for the adjourned General Meeting (as the case may be). In each case, changes to the register of members after such time will be disregarded.

CREST members

7.  CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting (and any adjournment of the meeting) by following the procedures described in the CREST Manual (available via www.euroclear.com/CREST). CREST Personal Members or other CREST sponsored members (and those CREST members who have appointed a voting service provider) should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.

8.  In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by the Registrars, Share Registrars Limited, The Courtyard, 17 West Street, Farnham, GU9 7DR by the latest time(s) for receipt of proxy appointments specified in note 3 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to a proxy appointed through CREST should be communicated to him by other means.

9.  CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his/her CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members (and, where applicable, their CREST sponsors or voting service providers) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

10.  The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Corporate representatives

11.  Any corporation which is a Shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a Shareholder provided that they do not do so in relation to the same shares.

Website information

12.  A copy of this Notice of General Meeting, the full copy of the amended articles of association incorporating the proposed amendments and other information required by section 311A of the Act, can be found at www.tavistockinvestments.com

 

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