TIDMTAVI
RNS Number : 8687F
Tavistock Investments PLC
20 November 2020
Tavistock Investments Plc
("Tavistock" or the "Company")
Notice of General Meeting
20 November 2020
Tavistock Investments Plc (AIM:TAVI) announces that it is
convening a general meeting of the Company's shareholders (the
"GM") at 11.30 am on Wednesday, 16 December 2020 at the Company's
offices at 1 Bracknell Beeches, Old Bracknell Lane, Bracknell RG 12
7BW.
The purpose of the GM is to seek Shareholders' approval for the
creation of a new class of growth shares and to make other minor
amendments to the Company's Articles of Association to update them
generally.
The Directors are looking to develop Tavistock into a
significantly larger business and as a part of a wider focus on
improving shareholder value, are now seeking to replace the use of
share options as a means of incentivising the leadership team,
including the Company's Executive Directors (being Oliver Cooke and
Brian Raven) with an alternative incentive proposal that maintains
the advantage of shareholders receiving the benefit of the
Company's improving performance before any reward is achieved by
the leadership team.
The accounting treatment of share options results in the Company
incurring substantial share-based payment charges in its profit and
loss account which adversely impact the level of its pre-tax
profit. This potentially restricts the Board's ability to recommend
dividend payments in the future.
The new proposal offers the Executive Directors and other
members of the leadership team the potential of reward should they
achieve more demanding performance hurdles than those attached to
their current share options but also introduces peril (the risk of
loss) for non-performance.
If the proposed arrangements are approved by shareholders and
are implemented by the Board, the Executive Directors would intend
to:
a) surrender, for nil consideration, all of the 58,200,000 share
options that have been granted to them in the past; and
b) subscribe for a new class of growth shares, to be called "A
Ordinary Shares", at GBP1 per A Ordinary Share - a price that is
more than fifty times higher than the current market price of the
Company's Ordinary Shares.
A surrender by the Executive Directors of all of their share
options would trigger a reversal of the historic share-based
payment charges and would result in the Company's profit before tax
being enhanced by approximately GBP400,000 in the current financial
year.
The Directors believe that the benefits offered to shareholders
by the proposed arrangements include the following:
- an immediate enhancement of approximately GBP400,000 to the Company's pre-tax profit;
- potential further pre-tax profit enhancement as other members
of the leadership team participate in the scheme; and
- a subscription of GBP100,000 into the Company by the Executive
Directors at GBP1.00 per A ordinary Share.
For the leadership team to benefit from the proposed new
arrangements they must first:
- waive the potential value of their existing share options for nil consideration;
- subscribe for A Ordinary Shares at a price that is more than
fifty times higher than the current market price of the Company's
Ordinary Shares; and
- achieve significantly more demanding performance targets.
A circular, containing details of the new incentive proposal and
a formal notice convening the GM, is being sent to shareholders. A
copy of the circular, together with a copy of the form of proxy,
can be found on the Company's website at:
https://tavistockinvestments.com/announcements .
Due to the current COVID-19 measures implemented by the
Government in the United Kingdom SHAREHOLDERS WILL NOT BE PERMITTED
TO ATTEND THE GM. The Company will ensure that the meeting is
quorate and that the legal requirements are met.
SHAREHOLDERS WISHING TO VOTE ON THE RESOLUTION ARE STRONGLY
URGED TO DO SO THROUGH COMPLETION OF THE FORM OF PROXY THAT IS
BEING SENT TO THEM.
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 requested to submit those questions in writing via
email to GM161220@tavistockinvestmentsplc.com no later than 11.30
on 14 December 2020. The Board will publish a summary of any
questions received which are of common interest, together with a
written response on the Company's website as soon as practicable
after the conclusion of the meeting.
The Board consider that the proposed incentive arrangements will
be beneficial for the Company and its shareholders as a whole, and
unanimously recommend that shareholders vote in favour of the
resolution to be proposed at the GM, as they intend to do in
respect of their aggregate shareholdings of 94,736,629 ordinary
shares representing approximately 15.59% of the ordinary shares
currently in issue.
Ends
Enquiries
Tavistock Investments Plc Tel: 01753 867000
Oliver Cooke
Brian Raven
Allenby Capital Limited Tel: 020 3328 5656
Nick Naylor, Nick Athanas, Liz Kirchner
(Corporate Finance)
Tony Quirke (Sales)
Vested Tel: 07540 496
Sophie Paterson 159
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END
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