TIDMTEAM TIDMTAVI
RNS Number : 9968U
Team PLC
09 April 2021
For immediate release
9 April 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE") AND THEREFORE THERE CAN BE NO CERTAINTY THAT
ANY OFFER WILL BE MADE.
THE INFORMATION COMMUNICATED IN THIS ANNOUNCEMENT CONTAINS
INSIDE INFORMATION AND UPON PUBLICATION OF THE ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
UPDATE ON SHAREHOLDER SUPPORT RECEIVED
FOR POSSIBLE OFFER
FOR
TAVISTOCK INVESTMENTS PLC ("TAVISTOCK")
In accordance with Rule 2.10 of the Code, TEAM plc ("TEAM")
confirms that it has received further non-binding letters of intent
from Tavistock shareholders, which, when taken with the irrevocable
undertaking and letters of intent previously received (as announced
on 1 April 2021), represent, in aggregate, 91,343,903 Tavistock
Shares (15.03 per cent. of the issued ordinary share capital of
Tavistock).
The terms of the letters of intent (received from Daren Moore
and Charles Olley) are the same as announced on 30 March 2021.
The table below shows the level of shareholder support received
by TEAM for the Possible Offer to date:
Tavistock shareholder Number of Tavistock Percentage of Tavistock
Shares covered Shares covered
Irrevocable undertaking
Christopher Peel 31,132,397 5.12
-------------------- ------------------------
Sub-total 31,132,397 5.12
-------------------- ------------------------
Letters of intent
Helium Rising Stars
Fund 29,398,378 4.84
-------------------- ------------------------
Olga Rey 8,682,308 1.43
-------------------- ------------------------
Peter Horbye 6,650,000 1.09
-------------------- ------------------------
Paul Boston 3,445,000 0.57
-------------------- ------------------------
Mark Livingstone 3,076,923 0.51
-------------------- ------------------------
Steven Paul Medler 2,397,335 0.39
-------------------- ------------------------
William George Vasilieff 1,666,666 0.27
-------------------- ------------------------
Ian Darby 1,378,844 0.23
-------------------- ------------------------
Gonçalo Machado 1,000,000 0.16
-------------------- ------------------------
Daren Moore 1,258,026 0.21
-------------------- ------------------------
Charles Olley 1,258,026 0.21
-------------------- ------------------------
Sub-total 60,211,506 9.91
-------------------- ------------------------
TOTAL 91,343,903 15.03
-------------------- ------------------------
TEAM continues to engage with Tavistock shareholders and would
encourage those who are supportive of TEAM being granted due
diligence access by the Tavistock board, and who have not yet been
contacted by TEAM, to contact TEAM or its financial advisers.
TEAM will make any further announcement(s) as required.
Unless otherwise defined, capitalised terms in this announcement
shall have the same meanings as those defined in TEAM's
announcement on 23 March 2021.
The person responsible for arranging the release of this
announcement on behalf of TEAM is Matthew Moore, Chief Financial
Officer and Chief Operating Officer, TEAM plc.
Enquiries
For further information please contact:
TEAM
Mark Clubb / Matthew Moore
Telephone: +44 (0) 1534 877210
Hannam & Partners
(Financial Adviser to TEAM)
Giles Fitzpatrick / Richard Clarke / Ernest Bell
Telephone: +44 20 7907 8500
Canaccord Genuity Limited
(Nominated Adviser and Broker to TEAM)
Bobbie Hilliam / Alex Aylen / Jeremy Grime
Telephone: +44 20 7523 8000
Novella Communications
(Financial Public Relations)
Tim Robertson / Fergus Young
Telephone: +44 20 3151 7008
Information on TEAM
TEAM is a Jersey based specialist, investment-led active fund
manager providing discretionary and advisory portfolio management
services to private clients and trusts. On 8 March 2021, TEAM's
shares were admitted to trading on AIM in an IPO raising GBP7.8
million. As at market close on 6 April 2021, TEAM has a market
capitalisation of GBP14.4 million and available cash of
approximately GBP6.0 million.
TEAM's strategy is to grow into an internationally recognised
wealth and asset management group. The TEAM Board believes that it
has in place the right senior management team and the right
financial firepower from its major institutional shareholders to
deliver on this strategy and be a leading consolidator in the
wealth management industry.
Important information
This announcement is not intended to, and does not, constitute,
represent or form part of any offer, invitation or solicitation of
an offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law or regulation and
therefore any person who comes into possession of this announcement
should inform themselves about, and comply with, such restrictions.
Any failure to comply with such restrictions may constitute a
violation of the securities laws or regulations of any such
relevant jurisdiction.
H&P Advisory Limited ("H&P"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for TEAM and for no one else in connection
with the matters referred to in this announcement and will not be
responsible to anyone other than TEAM for providing the protections
afforded to clients of H&P or for providing advice in relation
to the contents of this announcement, or any other matters referred
to in this announcement.
Canaccord Genuity Limited ("Canaccord Genuity"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for TEAM and no one else
in connection with the matters referred to in this announcement and
will not be responsible to anyone other than TEAM for providing the
protections offered to clients of Canaccord Genuity or for
providing advice in relation to the contents of this announcement
or any other matters referred to in this announcement.
Forward looking statements
This announcement contains certain forward-looking statements
concerning Tavistock and its subsidiaries and certain intentions,
plans and objectives of TEAM with respect thereto. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "expect",
"estimate", "intend", "plan", "goal", "believe", "hope", "aims",
"continue", "will", "may", "should", "would", "could", "forecast",
"project" or other similar expressions.
These statements are based on assumptions and assessments made
by TEAM in light of its experience and perception of historical
trends, current conditions, future developments and other factors
they believe appropriate. By their nature, forward-looking
statements involve risk and uncertainty, because they relate to
events and depend on circumstances that will occur in the future
and potentially outside the control of TEAM and the factors
described in the context of such forward-looking statements in this
announcement could cause actual results and developments to differ
materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to have been correct and you are therefore cautioned not to
place undue reliance on these forward-looking statements which
speak only as at the date of this announcement. TEAM does not
intend or assume any obligation to update or correct the
information contained in this announcement (whether as a result of
new information, future events or otherwise), except as required by
applicable law, the Financial Conduct Authority or the Panel on
Takeovers and Mergers.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations or dispositions. Nothing in this announcement
is intended, or is to be construed, as a profit forecast or a
forecast of earnings per share.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details 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). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the 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.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and 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 Opening Position Disclosures and 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 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 an Opening Position Disclosure or a Dealing
Disclosure.
Publication on a website
This announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available, subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions, on TEAM's website at
https://www.teamassetmanagement.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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END
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