Last checked at 15 Jun 2021 12:55
Tavistock Investments Plc
("Tavistock", the "Group" or the "Company")
Grant of options
15 June 2021
Tavistock, the financial services group, announces that it has granted share options, with an exercise price of 5.25p per share, over an aggregate total of 70,000,000 shares (representing 11.5% of the Company's current issued share capital) to its Executive Directors, being Oliver Cooke and Brian Raven. The exercise price of these options has been set at a level that represents a premium of 11 per cent. over the Company's closing mid-market price on 14 June 2021. 40,000,000 of the options are being issued to Brian Raven and 30,000,000 are being issued to Oliver Cooke. The options are capable of immediate exercise, have no performance conditions and are not being issued under the Company's EMI Scheme.
Background
The Company recently attempted to introduce a new growth share incentive arrangement to replace the use of share options as a means of incentivising the Executive Directors and the Company's senior managers. The reason for seeking such a change was to avoid the share-based payment charges that adversely impact the Company's reported financial performance and consequently, in the opinion of the Board, also adversely impact the share price.
Having consulted with a number of the Company's larger shareholders and received assurances from them that they would vote in favour of the introduction of the new growth share incentive arrangements, the Executive Directors, on 1 March 2021, surrendered all of the share options previously held by them. A proportion of these options had been issued under the Company's EMI Scheme and would thus have benefitted the Executive Directors with favourable tax treatment.
The surrender of these options by the Executive Directors was done in good faith and resulted in the cancellation of the historic share-based payment charges associated with them. As a consequence, the level of pre-tax profit achieved by the Company for the year ended 31 March 2021 was enhanced by approximately £400,000.
Notwithstanding the assurances that had been received, two of the Company's larger shareholders subsequently changed their minds and instead of voting in favour of the introduction of the proposed arrangements, voted against. Consequently, despite 66.4% of the shareholder votes received being in favour, the resolution failed to gain a sufficient level of support for it to be passed as a special resolution.
The rejection of an alternative incentive arrangement has obliged the Company to revert to the use of share options as a means of incentivising and rewarding the Executive Directors and other senior managers.
Related Party Transaction
Oliver Cooke and Brian Raven have been granted options over 30,000,000 and 40,000,000 shares respectively. The number of options, together with the exercise price, were determined so as to replace the options surrendered by them in good faith and to compensate them for the loss of tax sheltering which applied to a proportion of the options they previously held. Any potential gain on the new options will fall to be taxed at 45% rather than the 10% rate of tax that would have applied to the options under the Company's EMI scheme.
As the grant of options to the Directors constitutes a related party transaction under the AIM Rules, the independent directors, being Roderic Rennison and Peter Dornan, having consulted with the Company's nominated adviser, Allenby Capital Limited, consider the terms of the grant of options are fair and reasonable in so far as the Company's shareholders are concerned.
Enquiries:
Tavistock Investments Plc Tel: 01753 867000
Oliver Cooke
Brian Raven
Allenby Capital Limited
(Nominated Adviser and Broker to Tavistock) Tel: 020 3328 5656
Corporate Finance:
Nick Naylor, 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
The notifications below, made in accordance with the requirements of the UK Market Abuse Regulation, provide further detail.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.
1 | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Name | Brian Raven |
2 | Reason for the notification | PDMR |
a) | Position/status | Chief Executive |
b)
| Initial notification /Amendment | Initial notification |
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | Tavistock Investments Plc |
b) | LEI | 21380078QEABEGTVT16 |
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a)
| Description of the financial instrument, type of instrument Identification code | Ordinary Shares of £0.01 each ISIN: GB00BLNMLS43 |
b) | Nature of the transaction | Grant of options over Ordinary Shares |
c) | Price(s) and volume(s) | Price: 5.25p Volume: 40,000,000 |
d) | Aggregated information - Aggregated volume - Price | n/a |
e) | Date of the transaction | 15 June 2021 |
f) | Place of the transaction | Outside of a trading venue |
1 | Details of the person discharging managerial responsibilities / person closely associated | |
a) | Name | Oliver Cooke |
2 | Reason for the notification | PDMR |
a) | Position/status | Chairman |
b)
| Initial notification /Amendment | Initial notification |
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | Tavistock Investments Plc |
b) | LEI | 21380078QEABEGTVT16 |
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a)
| Description of the financial instrument, type of instrument Identification code | Ordinary Shares of £0.01 each ISIN: GB00BLNMLS43 |
b) | Nature of the transaction | Grant of options over Ordinary Shares |
c) | Price(s) and volume(s) | Price: 5.25p Volume: 30,000,000 |
d) | Aggregated information - Aggregated volume - Price | n/a |
e) | Date of the transaction | 15 June 2021 |
f) | Place of the transaction | Outside of a trading venue |