TIDMTAVI TIDMTEAM
RNS Number : 6171V
Tavistock Investments PLC
15 April 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION.
TEAM PLC HAS NOT ANNOUNCED A FIRM INTENTION TO MAKE AN OFFER
UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE,
NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.
Tavistock Investments Plc
("Tavistock" or the "Company")
Update re statements of intent from shareholders to reject any
possible offer by TEAM plc
15 April 2021
The Board of Tavistock announces that it has received further
letters from Neil Thomas, Kathryn McKimmie, John McKimmie and the
estate of Alan Raven (deceased) stating their intention to reject
the possible all share offer by TEAM plc ("TEAM") for the issued
and to be issued share capital of Tavistock (the "Possible
Offer").
These letters of intent (which are non-binding) represent, in
aggregate, 1.47% of the Company's issued share capital and when
taken with the previous letters of intent (as announced on 14 April
2021 and set out in the table below) represent 26.39% of the
Company's issued share capital. As also announced on 14 April 2021,
the Board of Tavistock, who beneficially own, in aggregate,
97,337,016 Tavistock Shares, representing 16.01% of the Company's
issued share capital, would also not be minded to recommend or
accept any offer from TEAM were one to be made at the level of the
Possible Offer. Accordingly, taking the Board of Tavistock's
holdings together with the shares in respect of which the Company
has received indications of intent to date, this represents 42.41%
of the Company's issued share capital that would not accept an
offer were one to be made at the level of the Possible Offer.
Since announcing the Possible Offer on 23 March 2021, TEAM has,
up until 14 April 2021 (being the latest date prior to the
publication of this announcement), announced that it has received
non-binding letters of intent and an irrevocable undertaking in
support of the Possible Offer from shareholders representing in
aggregate, 15.03% of the Company's issued share capital.
Further details of the Tavistock letters of intent are set out
below.
The Board of Tavistock remains of the view that the approach
made by TEAM is without merit for the reasons previously stated,
namely:
1) the Possible Offer significantly undervalues Tavistock's
business;
2) the Board of Tavistock does not believe there to be any
commercial logic to justify a combination of the two businesses,
and
3) the Board of Tavistock does not consider that a paper-only
offer, particularly one made using illiquid shares, is in the
interests of the Company's shareholders.
Tavistock released a year-end trading update on 8 April 2021
noting that the Company has achieved a strong close to the
financial year ended on 31 March 2021.
The Tavistock letters of intent confirm that the relevant
shareholders are not in favour of the Possible Offer, details of
which were announced by TEAM on 23 March 2021, and they intend to
reject any potential offer to be made by TEAM. The letters go on to
state that the relevant shareholders continue to support
Tavistock's management team and its current strategy.
The table below sets out details of the Tavistock letters of
intent that have been received from shareholders to date and
includes a correction to the number of shares covered by Mr
Preston's letter which had previously been understated:
Tavistock shareholder Number of Tavistock Percentage of Tavistock
Shares covered Shares covered by
by letter of intent letter of intent
Andrew Staley 55,953,204 9.21
--------------------- ------------------------
Kevin Mee 27,475,963 4.52
--------------------- ------------------------
Paul Millott 26,902,417 4.43
--------------------- ------------------------
Malcolm Harper 13,200,000 2.17
--------------------- ------------------------
Ben Raven* 8,845,458 1.46
--------------------- ------------------------
Neil Thomas 7,742,338 1.27
--------------------- ------------------------
Jeremy Allard 7,120,735 1.17
--------------------- ------------------------
James King 3,666,062 0.60
--------------------- ------------------------
Jamie Raven* 2,624,876 0.43
--------------------- ------------------------
Nicholas Cooling 1,875,000 0.31
--------------------- ------------------------
Christopher Halford 1,457,981 0.24
--------------------- ------------------------
Andrew Ross 985,083 0.16
--------------------- ------------------------
Estate of Alan Raven (deceased) 628,570 0.10
--------------------- ------------------------
Andrew Fouracres 312,366 0.05
--------------------- ------------------------
Gregor Preston 284,190 0.05
--------------------- ------------------------
Kathryn McKimmie 330,000 0.05
--------------------- ------------------------
John McKimmie 240,000 0.04
--------------------- ------------------------
Mark Evans 250,000 0.04
--------------------- ------------------------
Mark Wilson 250,000 0.04
--------------------- ------------------------
Natalie Theobold 133,333 0.02
--------------------- ------------------------
Steven McGregor 133,333 0.02
--------------------- ------------------------
TOTAL 160,410,909 26.39
--------------------- ------------------------
* Ben Raven and Jamie Raven are deemed to be acting in concert
with the Directors of Tavistock
Enquiries:
Tavistock Investments Plc Tel: 01753 867000
Oliver Cooke
Brian Raven
Allenby Capital Limited Tel: 020 3328 5656
(Financial Adviser, Nominated Adviser and
Broker to Tavistock)
Corporate Finance:
Nick Naylor, David Worlidge, Nick Athanas,
Liz Kirchner
Sales and Corporate Broking:
Tony Quirke
Powerscourt (PR adviser to Tavistock) Tel: 07711 380 007
Gilly Lock 020 7250 1446
Chloe Retief
Disclosure requirements of the Takeover Code
Under Rule 8.3(b) of the Takeover 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.
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 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
Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if
you are in any doubt as to whether you are required to make a
Dealing Disclosure.
Additional information
Allenby Capital Limited ("Allenby Capital"), is authorised and
regulated by the Financial Conduct Authority in the United Kingdom.
Allenby Capital is acting as financial adviser exclusively for
Tavistock and no one else in connection with the matters set out in
this announcement and will not regard any other person as its
client in relation to the matters set out in this announcement and
will not be responsible to anyone other than Tavistock for
providing the protections afforded to clients of Allenby Capital or
its affiliates, or for providing advice in relation to the contents
of this announcement or any other matter referred to herein.
Publication on a website
This announcement and the documents required to be published
pursuant to Rule 26 of the Code will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Tavistock's website at
https://tavistockinvestments.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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