Update on Letters of Intent

RNS Number : 6918U

Team PLC

07 April 2021

 

For immediate release

7 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 further non-binding letters of intent from Tavistock shareholders, which, when taken with the irrevocable undertaking and letters of intent previously received (as announced on 1 April 2021), represent, in aggregate, 88,827,851 Tavistock Shares (14.61 per cent. of the issued ordinary share capital of Tavistock).

The terms of the letters of intent (received from Steven Paul Medler and Ian Darby) are the same as announced on 30 March 2021.

The table below shows the level of shareholder support received by TEAM for the Possible Offer to date:

Tavistock shareholder	Number of Tavistock Shares covered	Percentage of Tavistock Shares covered
Irrevocable undertaking
Christopher Peel	31,132,397	5.12
Sub-total	31,132,397	5.12
Letters 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
Steven Paul Medler	2,397,335	0.39
William George Vasilieff	1,666,666	0.27
Ian Darby	1,378,844	0.23
Gonçalo Machado	1,000,000	0.16
Sub-total	57,695,454	9.49
TOTAL	88,827,851	14.61

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

"We believe there is an appetite for change amongst Tavistock shareholders and that TEAM is well placed to be a catalyst for significant value creation for all shareholders. We welcome the increased support of shareholders for TEAM who now represent 14.6% of the Company. We are confident this figure will increase further reflecting their desire for the Tavistock Board to engage with us and thereby enable us to make a formal Offer for the Company."

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.

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 6 April 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.

 

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