TIDMTAVI
RNS Number : 3696X
Tavistock Investments PLC
28 August 2020
Tavistock Investments Plc
Notice of Annual General Meeting, and
Notice of General Meeting
28 August 2020
Tavistock Investment Plc ("Tavistock" or the "Company") will
hold its Annual General Meeting ("AGM") at 11.00 am on Wednesday,
23 September 2020.
The meeting will be held at the Company's offices at 1 Bracknell
Beeches, Old Bracknell Lane, Bracknell, RG12 7BW. A formal notice
convening the meeting has been sent to shareholders. A copy of the
notice, together with a copy of the form of Proxy, can be found on
the Company's website at:
https://tavistockinvestments.com/announcements . However, based on
current COVID-19 measures implemented by the Government in the
United Kingdom SHAREHOLDERS WILL NOT BE PERMITTED TO ATT THE AGM.
The Company will ensure that the meeting is quorate and that the
legal requirements are met.
SHAREHOLDERS WISHING TO VOTE ON ANY OF THE MATTERS OF BUSINESS
ARE STRONGLY URGED TO DO SO THROUGH COMPLETION OF THE FORM OF PROXY
THAT HAS BEEN SENT TO THEM. A FURTHER COPY OF THE FORM OF PROXY CAN
BE DOWNLOADED FROM THE COMPANY'S WEBSITE, AS DETAILED ABOVE.
If Shareholders have any questions or comments relating to the
business of the meeting that they would like to ask the Board then
they are asked to submit those questions in writing via email to
AGM2020@tavistockinvestmentsplc.com no later than 11.00am on 21
September 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.
Following the AGM, the Company will hold a general meeting (the
"GM") to consider a proposal that will facilitate the payment of
dividends to shareholders.
The Company currently has negative distributable reserves and is
therefore prohibited under the Companies Act from making
distributions, including dividends, to its shareholders. This
deficit arose predominantly as a consequence of the substantial
impairment provision made in the Company's audited accounts for the
year ended 31 March 2020 against the value of acquired intangible
assets carried on its balance sheet at that date. Having conducted
a specific review, the Board concluded that the acquired value of
these assets, being that generated by the former owners of the
business units, had been superseded by the input of the Group's
current management team.
The Board therefore decided that it would be both prudent and
appropriate for the amortisation of these assets to be accelerated
so as to write the carrying value down to nil at the year-end
date.
Consequently, a one-off impairment provision of some GBP5
million against the carrying value of these assets was put through
the profit and loss account in the Company's last reported
accounts. Having made this provision, the future amortisation
charges relating to these assets will be reduced by approximately
GBP1m per annum, which in turn will enable the Group's annual
pre-tax profit to better reflect its current operational
performance.
In light of the Group's continuing development, the Board
believes it is an appropriate time to undertake a reorganisation of
its balance sheet (the "Capital Reduction") and to create
distributable reserves which would enable the payment of dividends
in the future. In addition, the Capital Reduction will have the
effect of improving the profile of the Company's balance sheet,
thereby improving the Group's access to capital.
The Capital Reduction is conditional upon, amongst other things,
the Company obtaining Shareholder approval at the GM which will be
held at 11:30 a.m. on Wednesday 23 September 2020.
Background to and details of the Capital Reduction
One of the Board's stated objectives has been to introduce, and
subsequently to manage, a dividend stream for the benefit of
Shareholders. To this end, the Company paid a maiden interim
dividend in July 2019 of 0.01 pence per Ordinary Share. Whilst
there can be no certainty that another dividend will be paid in the
short term, or at all, the Board now considers it to be prudent to
take the necessary steps to enable the Company to pay a dividend as
and when it is considered appropriate to do so.
At 31 March 2020, being the date at which the Company's most
recent audited accounts were prepared, the Company had a profit and
loss account deficit of GBP7,007,000. At the same date, the balance
standing to the credit of the Company's Share Capital amounted to
GBP13,426,000, which sum included GBP7,348,000 of Deferred Shares
with such restricted entitlements as to cause them to be of no
material value. In addition, the balance standing to the credit of
the Company's Share Premium Account amounted to GBP6,078,000. The
Capital Reduction, if approved and made effective, will be
sufficient to eliminate the deficit entirely and to create
distributable reserves.
The Capital Reduction is proposed to be effected by reducing the
Company's Share Capital by the amount currently representing the
Deferred Shares, being GBP7,348,000, and by reducing the Company's
Share Premium Account by GBP4,460,000 which together will, subject
to the discharge of any undertakings required by the Court as
explained below, be sufficient to eliminate the deficit on the
profit and loss account. As a result, any positive distributable
reserves created, or generated by the Company after the date on
which the Capital Reduction takes effect, would be available for
the Board to use for the purposes of paying dividends (should
circumstances in the future make it desirable to do so).
In addition to the approval by Shareholders of the Resolutions,
the Capital Reduction requires the approval of the Court.
Accordingly, following the General Meeting, an application will be
made to the Court in order to confirm and approve the Capital
Reduction.
In providing its approval of the Capital Reduction, the Court is
likely to require protection for the creditors (including
contingent creditors) of the Company whose debts remain outstanding
on the relevant date, except in the case of creditors which have
consented to the Capital Reduction. Any such creditor protection
may include seeking the consent of the Company's creditors to the
Capital Reduction or the provision by the Company to the Court of
an undertaking to deposit a sum of money into a blocked account
created for the purpose of discharging the non-consenting creditors
of the Company.
It is anticipated that the Capital Reduction will become
effective in the fourth quarter of 2020 following the necessary
registration of the Court Order at Companies House.
There will be no change in the number of Ordinary Shares in
issue (or their nominal value) following the implementation of the
Capital Reduction and no new share certificates will be issued as a
result of the Capital Reduction. The Capital Reduction itself will
not involve any distribution or repayment of capital or share
premium by the Company and will not reduce the underlying net
assets of the Company. The distributable reserves arising on the
Capital Reduction will, subject to the discharge of any
undertakings required by the Court, support the Company's ability
to pay dividends, should circumstances in the future make it
desirable to do so.
It should be noted that the Capital Reduction does not in itself
guarantee the payment of a dividend to Shareholders, whether now or
in the future.
Expected timetable of principal events
Publication of notice of the GM 28 August 2020
Latest time and date for receipt of Forms 11.30 a.m. on 21 September
of Proxy for the GM 2020
GM 11.30 a.m. on 23 September
2020
Expected date of initial directions hearing 2 October 2020
of the Court
Expected date of Court Hearing to confirm 13 October 2020
the Capital Reduction
Expected effective date for the Capital 14 October 2020
Reduction
A formal Notice convening the meeting has been sent to
shareholders. A copy of the Notice, together with a copy of the
form of Proxy, can be found on the Company's website at:
https://tavistockinvestments.com/announcements . However, based on
current COVID-19 measures implemented by the Government in the
United Kingdom SHAREHOLDERS WILL NOT BE PERMITTED TO ATT THE GM.
The Company will ensure that the meeting is quorate and that the
legal requirements are met.
SHAREHOLDERS WISHING TO VOTE ON THE RESOLUTIONS ARE STRONGLY
URGED TO DO SO THROUGH COMPLETION OF THE FORM OF PROXY THAT HAS
BEEN SENT TO THEM. A FURTHER COPY OF THE FORM OF PROXY CAN BE
DOWNLOADED FROM THE COMPANY'S WEBSITE, AS DETAILED ABOVE.
If Shareholders have any questions or comments relating to the
business of the meeting that they would like to ask the Board then
they are asked to submit those questions in writing via email to
GM230920@tavistockinvestmentsplc.com no later than 11.30 on 21
September 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.
For further information
Tavistock Investments Plc Tel: 01753 867000
Oliver Cooke
Brian Raven
Arden Partners Plc Tel: 020 7614 5900
Paul Shackleton
Allenby Capital Limited Tel: 020 3328 5656
Nick Naylor
Nick Athanas
Vested Tel: 07540 496 159
Sophie Paterson
Elspeth Rothwell
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END
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