Tavistock Investments PLC Notice of GM (8687F)

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 [e-mail] 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: [phone] 
  Oliver Cooke 
  Brian Raven 
 
 Allenby Capital Limited                    Tel: [phone] 
  Nick Naylor, Nick Athanas, Liz Kirchner 
  (Corporate Finance) 
 
  Tony Quirke (Sales) 
 
 Vested                                     Tel: [phone] 
  Sophie Paterson                            159 
 

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November 20, 2020 02:00 ET (07:00 GMT)