Update on Irrevocable Undertaking and LOI's

RNS Number : 3266U

Team PLC

01 April 2021

 

For immediate release

1 April 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THEREFORE THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE.

THE INFORMATION COMMUNICATED IN THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AND UPON PUBLICATION OF THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

UPDATE ON SHAREHOLDER SUPPORT RECEIVED
FOR POSSIBLE OFFER
FOR

TAVISTOCK INVESTMENTS PLC ("TAVISTOCK")

In accordance with Rule 2.10 of the Code, TEAM plc ("TEAM") confirms that it has received an irrevocable undertaking and a further non-binding letter of intent from Tavistock shareholders, which, when taken with the letters of intent previously received (as announced on 30 March 2021), represent, in aggregate, 85,051,672 Tavistock Shares (13.99 per cent. of the issued ordinary share capital of Tavistock).

The irrevocable undertaking confirms the irrevocable commitment of the Tavistock shareholder to:

(a)  if the Possible Offer is implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (as amended) (the "Companies Act") (the "Scheme"), vote in favour of all resolutions concerning the Scheme at all meetings of shareholders in connection with the scheme; and

(b)  if the Possible Offer is implemented by way of a takeover offer, as defined in Chapter 3 of Part 28 of the Companies Act (an "Offer"), accept the Offer.

The irrevocable undertaking remains binding in the event that a higher competing offer is made for Tavistock and will only cease to be binding in limited circumstances such as TEAM not announcing a firm intention to make an offer for Tavistock under Rule 2.7 of the Code by 30 June 2021.

The irrevocable undertaking has been received from:

Tavistock shareholder	Number of Tavistock Shares covered by irrevocable undertaking	Percentage of Tavistock Shares covered by irrevocable undertaking
Christopher Peel	31,132,397	5.12
Total	31,132,397	5.12

The terms of the letter of intent received from Olga Rey are the same as announced on 30 March 2021.

Letters of intent have now been received from the following shareholders in Tavistock:

Tavistock shareholder	Number of Tavistock Shares covered by letter of intent	Percentage of Tavistock Shares covered by letter of intent
Helium Rising Stars Fund	29,398,378	4.84
Olga Rey	8,682,308	1.43
Peter Horbye	6,650,000	1.09
Paul Boston	3,445,000	0.57
Mark Livingstone	3,076,923	0.51
William George Vasilieff	1,666,666	0.27
Gonçalo Machado	1,000,000	0.16
Total	53,919,275	8.87

TEAM continues to engage with Tavistock shareholders and would encourage those who are supportive of TEAM being granted due diligence access by the Tavistock board, and who have not yet been contacted by TEAM, to contact TEAM or its financial advisers.

Commenting on the Possible Offer, Mark Clubb Executive Chairman of TEAM, said:

"We are a deeply experienced team with particular expertise in asset management and developing growth businesses. We established TEAM as a new platform to build a wealth and asset management business of scale. In January 2020, we acquired Theta Enhanced Asset Management, since then we have grown AUM for this business by over 100 per cent. to £292 million. Tavistock Investments was identified as an acquisition opportunity as we believe there is appetite amongst shareholders for change and that the combination with TEAM could bring greater scale, a fresh investment approach and significantly improved access to equity and debt markets. We are encouraged that, even at this early stage of the approach, we have received support from shareholders who represent 13.99 per cent. of the Company."

TEAM will make any further announcement(s) as required.

Unless otherwise defined, capitalised terms in this announcement shall have the same meanings as those defined in TEAM's announcement on 23 March 2021.

The person responsible for arranging the release of this announcement on behalf of TEAM is Matthew Moore, Chief Financial Officer and Chief Operating Officer, TEAM plc.

Enquiries

For further information please contact:

TEAM

Mark Clubb / Matthew Moore

Telephone: [phone]

Hannam & Partners

(Financial Adviser to TEAM)

Giles Fitzpatrick / Richard Clarke / Ernest Bell

Telephone: [phone]

Canaccord Genuity Limited

(Nominated Adviser and Broker to TEAM)

Bobbie Hilliam / Alex Aylen / Jeremy Grime

Telephone: [phone]

Novella Communications

(Financial Public Relations)

Tim Robertson / Fergus Young

Telephone: [phone]

Information on TEAM

TEAM is a Jersey based specialist, investment-led active fund manager providing discretionary and advisory portfolio management services to private clients and trusts. On 8 March 2021, TEAM's shares were admitted to trading on AIM in an IPO raising £7.8 million. As at market close on 31 March 2021, TEAM has a market capitalisation of £14.4 million and available cash of approximately £6.0 million.

TEAM's strategy is to grow into an internationally recognised wealth and asset management group. The TEAM Board believes that it has in place the right senior management team and the right financial firepower from its major institutional shareholders to deliver on this strategy and be a leading consolidator in the wealth management industry.

Important information

This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law or regulation and therefore any person who comes into possession of this announcement should inform themselves about, and comply with, such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws or regulations of any such relevant jurisdiction.

H&P Advisory Limited ("H&P"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for TEAM and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than TEAM for providing the protections afforded to clients of H&P or for providing advice in relation to the contents of this announcement, or any other matters referred to in this announcement.

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for TEAM and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than TEAM for providing the protections offered to clients of Canaccord Genuity or for providing advice in relation to the contents of this announcement or any other matters referred to in this announcement.

Forward looking statements

This announcement contains certain forward-looking statements concerning Tavistock and its subsidiaries and certain intentions, plans and objectives of TEAM   with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", "forecast", "project" or other similar expressions.

These statements are based on assumptions and assessments made by TEAM   in light of its experience and perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and potentially outside the control of TEAM and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. TEAM   does not intend or assume any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law, the Financial Conduct Authority or the Panel on Takeovers and Mergers.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. Nothing in this announcement is intended, or is to be construed, as a profit forecast or a forecast of earnings per share.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

This announcement and the documents required to be published pursuant to Rule 26 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on TEAM's website at https://www.teamassetmanagement.com promptly and in any event by no later than 12 noon on the Business Day following the date of this announcement.

 

END

 

 

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