Posting of Circular

RNS Number : 5983C

Tavistock Investments PLC

22 June 2021

 

Tavistock Investments Plc

("Tavistock", the "Group" or the "Company")

Notice of General Meeting 

22 June 2021

Tavistock, the financial services group, announces that it is convening a general meeting of the Company's shareholders (the "General Meeting") at 10.00 am on 23 July 2021 at the Company's offices at 1 Bracknell Beeches, Old Bracknell Lane, Bracknell RG12 7BW.

A circular containing the Notice of General Meeting will be posted to shareholders today and made available on the Company's website   www.tavistockinvestments.com .

The letter from the Chairman has been extracted from the circular and is reproduced below.

Enquiries:

Tavistock Investments Plc    Tel: [phone]

Oliver Cooke

Brian Raven 

Allenby Capital Limited

(Nominated Adviser and Broker to Tavistock)                                                                 Tel: [phone]

Corporate Finance:

Nick Naylor, Nick Athanas, Liz Kirchner

Sales and Corporate Broking:

Tony Quirke  

Powerscourt (PR adviser to Tavistock)                                                                              Tel: [phone]

Gilly Lock                                                                                                                                        020 7250 1446

Chloe Retief 

About Tavistock Investments Plc

Tavistock Investments Plc is an AIM listed financial services group that has 180 advisers across the UK helping 30,000+ clients look after more than £4 billon of investments. The Company was established in 2013.

Tavistock's advisory business operates throughout the UK. The Tavistock Partners network supports 140 Registered Individuals (IFAs), providing compliance, administration, technology, training and accounting services. The Tavistock Partnership is a network that does the same for 20 Appointed Representative firms.  Tavistock Private Client provides wealth management and financial planning to high-net-worth individuals.

The Tavistock Platform, launched in 2020, provides a low-cost platform service to the Group's advisory and investment clients.

On 14 June 2021, the Company announced its entry into a ten-year strategic partnership with Titan Wealth Holdings Limited ("Titan"). Tavistock will act as Titan's retail distribution partner and Titan will acquire Tavistock Wealth Limited ("TWL"), Tavistock's multi-asset manager with over £1 billion of FUM, for a consideration of up to £40 million in cash, together with a ten-year earn out. Whilst becoming part of Titan, John Leiper, Tavistock's Chief Investment Officer, and his investment team will continue to work closely with Tavistock and its advisers.

A new company, Tavistock Asset Management ("TAM"), will continue to market the Group's centralised investment proposition, both the ACUMEN UCITS funds and the Group's Model Portfolio Service ("MPS"). TAM will retain Titan as investment manager for the MPS.

The strategic partnership will enable Tavistock to accelerate the growth of its wealth management business both organically and through an acquisition programme.

LETTER FROM THE CHAIRMAN OF THE COMPANY

Dear Shareholder,

PROPOSED DISPOSAL OF TAVISTOCK WEALTH LIMITED,

AUTHORITY TO MAKE MARKET PURCHASES OF SHARES

AND

NOTICE OF GENERAL MEETING

1.  Introduction

The Company announced on 14 June 2021 that it has entered into a 10-year strategic partnership with Titan (the "Partnership"). In addition, as a part of the Partnership arrangements, Titan has agreed to acquire TWL, Tavistock's multi-asset manager with over £1 billion of funds under management, for a consideration of up to £40 million in cash, together with a ten-year earn out.

2.  Background

Titan has been established by an experienced management team with strong financial backing. Titan's objective is to become a large-scale provider of high-quality execution, settlement, custody and administration services to the asset and wealth management sector. In addition to acquiring TWL, Titan is simultaneously acquiring Global Prime Partners Limited, a provider of platform services to institutional clients and fund managers with £2 billion in assets under administration.

The principal terms of the Partnership, including the sale of TWL, are:

· Tavistock will act as retail distribution partner to Titan;

· the Partnership will enable Tavistock to accelerate the growth of its wealth management business both organically and through an acquisition programme (Tavistock currently has approximately £4 billion of "funds under advice");

· Titan will acquire TWL for a consideration of up to £40 million (equivalent to 6.58p per Tavistock share based on the current number of shares in issue) to be paid in cash, together with a 10-year earn-out (the "Disposal");

o  £20 million will be paid on completion, with a further £20 million paid in equal annual instalments over the following 3 years, linked to the maintenance of TWL's revenues;

· Tavistock will also receive additional consideration payments over a ten-year period equivalent in value to 50 per cent. of future net income on any increased funds under management within TWL's ACUMEN UCITS funds;

· in order to protect Titan's interests in the event that a bid is received for the remainder of the Tavistock business from a commercial rival during the three-year period following completion, Titan has been granted an option that will in certain limited circumstances enable it to acquire the remainder of the Tavistock business by matching any such bid that is received during this period; and

· a new company within the Group, Tavistock Asset Management ("TAM"), will continue to market the Group's centralised investment proposition which will include both the ACUMEN UCITS funds and the Company's Model Portfolio Service. TAM will retain Titan as investment manager for the Model Portfolio Service.

Whilst becoming part of Titan, John Leiper, Tavistock's Chief Investment Officer, and his investment team will continue to work closely with Tavistock and its advisers.

In its audited accounts for the year ended 31 March 2020, TWL reported a pre-tax profit of £2.3 million from gross revenues of £5.6 million and gross assets of £5.2 million. The transaction will greatly enhance Tavistock's cash resources and will enable it to minimise shareholder dilution as it embarks on an accelerated acquisition programme. The Board anticipates that the contribution to Tavistock's profitability from this programme will significantly outweigh the loss of TWL's contribution to Tavistock profitability in the short to medium term.

Titan's management team has a long and successful track record in the asset management and wealth platform sectors. Its board includes:

· James Kaberry, Executive Chairman and Joint CEO - an experienced entrepreneur who founded Pantheon Financial Management, which grew to be one of the UK's largest financial advisory firms and then became CEO of SME Capital, a lender to lower middle market SMEs.

· Andrew Fearon, Joint CEO - a partner at Welbeck, a firm that facilitates finance for growing companies and most recently, a founder shareholder and NED of Independent Wealth Planners, an IFA consolidation vehicle, where he is responsible for M&A. Andrew has considerable experience of strategic debt raising in the IFA and wealth management space.

Further details on Titan can be found on its website at www.titanwh.com

The parties have exchanged a contract transferring the ownership of TWL to Titan with completion of the transaction dependent upon:

· receipt of change in control approval from the Financial Conduct Authority in respect of TWL;

· formal approval of the transaction by Tavistock's shareholders, as required by the AIM Rules for Companies, as the sale will be deemed to be a fundamental disposal pursuant to AIM Rule 15; and

· there being no material adverse change in TWL's business prior to the date of completion.

For the avoidance of doubt, Tavistock will, on completion, continue to be classified as an operating company and not as an AIM cash shell pursuant to AIM Rule 15.

The Company has received irrevocable undertakings to vote in favour of the resolution to approve the Disposal from Shareholders holding, in aggregate, 50.56% of the Company's issued share capital.

3.  Use of funds

Upon completion the Company will receive £20 million in cash, with a further £20 million being paid in equal annual instalments over the following three years, linked to the maintenance of TWL's revenues. 

Of this sum, approximately £3.5 million will be used to repay historic bank debt, including the unutilised £2.13 million CBILS loan taken out by the Company last year. The Board will also give consideration to the payment of dividends and, subject to receiving shareholder approval, to the Company making market purchases of its own shares which, as a consequence, will increase the earnings per share of the shares remaining in issue. However, the predominant use of the funds will be to accelerate the growth of the Group's wealth management business both organically and through an acquisition programme.

4.  Authority to make market purchases of shares

In addition to seeking approval for the sale of TWL, the Board is seeking authority for the Company to be able to make market purchases of Ordinary Shares.

The resolution is being proposed as a special resolution and if passed gives authority for the Company to purchase up to such number of Ordinary Shares as represent 10 per cent. of the Company's issued share capital as at the date on which the resolution is passed.

The resolution specifies the minimum and maximum prices which may be paid for any Ordinary Shares purchased under this authority. The authority will expire on the earlier of the date that is 18 months after the date on which the resolution is passed and the conclusion of the Company's 2022 annual general meeting.

The Board's current intention is that Ordinary shares purchased in this manner would be cancelled and would, as a consequence, result in an increase in earnings per share for those Ordinary Shares remaining in issue. This could in turn be anticipated to lead to an increase in the value of each such share. The Board has no immediate intention of exercising the authority granted by this resolution and will only do so where they consider that such purchases would be in the best interests of Shareholders generally.

5.  General Meeting

Shareholder approval is being sought to proceed with the Disposal pursuant to Rule 15 of the AIM Rules and to authorise the Company to be able to make market purchases of its own shares.

Part IV of this document contains the Notice of a General Meeting that is being convened at 10.00 am on 23 July 2021 at 1 Bracknell Beeches, Old Bracknell Lane, Bracknell, RG12 7BW. At the General Meeting, the Resolutions set out in the Notice of General Meeting will be proposed to Shareholders.

Resolution 1 is being proposed as an Ordinary Resolution and will be passed if 50 per cent. or more of the votes cast at the General Meeting (in person or by proxy) are in favour of it.

Resolution 2 is being proposed as a Special Resolution, requiring a higher level of support, and will be passed if 75 per cent. or more of the votes cast at the General Meeting (in person or by proxy) are in favour of it.

The Board has continued to monitor closely the COVID-19 pandemic and the holding of the meeting will be kept under review in line with Public Health England guidance, however, it is the Board's preference and its current intention to welcome Shareholders to the General Meeting.  Any changes to the arrangements for the General Meeting set out above will be communicated to Shareholders before the GM through the Company's website at www. tavistockinvestments.com and by a regulatory information service announcement.

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 10.00 am on 21 July 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.

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.

6.  Action to be taken in respect of the General Meeting

A Form of Proxy is enclosed for use in respect of the General Meeting. To be valid, the Form of Proxy must be completed and returned as soon as possible and received by Share Registrars by no later than 10.00 am on 21 July 2021. You can return your Form of Proxy by post to Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR.

7.  Recommendation

The Directors consider that the Disposal and the authority for the Company to make market purchases of Ordinary Shares will be beneficial for the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions to be proposed at the General Meeting.

The Directors intend to vote in favour of the Resolutions in respect of their aggregate shareholdings of 99,317,016 Ordinary Shares representing approximately 16% of the Ordinary Shares in issue at the date of this document.

Yours faithfully

Oliver Cooke

Chairman

DEFINITIONS

"Act"	Companies Act 2006
"AIM Rules"	the AIM Rules for Companies and the AIM Rules for Nominated Advisers
"Board" or "Directors"	the directors of the Company or any duly appointed committee thereof
"Company" or "Tavistock"	Tavistock Investments plc, a public limited company incorporated in England and Wales with registered number 05066489
"CREST"	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations)
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (as amended)
"Disposal"	the proposed sale of TWL to Titan in accordance with the conditional share purchase agreement dated 12 June 2021
"Form of Proxy"	the form of proxy accompanying this document relating to the General Meeting
"General Meeting"	the general meeting of the Company, notice of which is set out at the end of this document and including any adjournment(s) thereof
"Group"	the Company and its subsidiaries and subsidiary undertakings (in each case as defined in the Act)
"Notice of General Meeting"	the notice of General Meeting, set out at the end of this document
"Ordinary Shares"	ordinary shares of £0.01 each in the capital of the Company
"Registrars"	Share Registrars Limited of The Courtyard, 17 West Street, Farnham, Surry GU9 7DR
"Resolution" or "Resolutions"	a resolution or the resolutions to be proposed at the General Meeting which are set out in full in the Notice of General Meeting
"Shareholders"	holders of Ordinary Shares
"TWL"	the Company's subsidiary, Tavistock Wealth Limited, a private limited company incorporated in England and Wales with registered number 07805960
"Titan"	Titan Wealth Holdings Limited, a private limited company incorporated in Jersey with registered number 132723
"UK"	the United Kingdom of Great Britain and Northern Ireland

 

END

 

 

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