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Tavistock Investments plc
Expansion Continues with Abacus Associates
Share Subscription & New Debt Facility
Tavistock Investments plc ("Tavistock" or the "Company"), the integrated financial services business, is pleased to announce that today it has entered into an agreement that will lead to Abacus Associates Financial Services Limited ("Abacus") joining the Tavistock Group. It will do so as a wholly owned subsidiary, with effect from 1 April 2016.
Abacus is an independent financial advisory business headquartered in Hereford, with 45 predominantly self-employed financial advisers covering the North East, the Midlands and the South West of the country. Abacus is a directly authorised firm that is regulated by the Financial Conduct Authority (the "FCA") with reference number 230342. FCA approval for the transaction has been received.
In its unaudited accounts for the year ended 31 January 2016, Abacus reported pre-tax profits of £781,000 on turnover of £4.5 million. It also reported net assets of £1.59 million, which included £1.23 million in cash. The company's assets under influence are estimated to exceed £650 million, of which some £250 million are managed directly by Abacus on an advisory basis.
Malcolm Harper, Abacus' Founder and Managing Director, commented: "I've been searching for the right partner to help me take Abacus to the next level, and Tavistock impressed me as the best option. They provide a range of discretionary investment solutions that will suit many of our clients and share our ethos for transparency and quality of customer care. The transaction has also ensured the potential for a retirement exit for each of our advisers at a time that suits them. I will remain as a significant stakeholder in the enlarged Group and am looking forward to working with the Tavistock team."
Tavistock will retain the Abacus brand and Malcolm will continue to lead the business, as well as take on wider responsibility as part of the Group's senior management team.
The fixed initial consideration for the transaction is £5.165 million, to be satisfied by the payment of £4.165 million at completion, of which £2.535 million is to be settled in cash, £0.13 million through the adoption of a debt obligation, with the balance of £1.5 million satisfied through the issue to the vendor of 20,000,000 new ordinary shares of 1p each in the capital of the Company at an issue price of 7.5p per share (the "Consideration Shares"); a further £1 million is to be settled in cash on the first anniversary of completion. The vendor is also entitled to potentially receive a performance-related deferred consideration, payable in cash in July 2018, subject also to certain other conditions relating to quality of service and customer satisfaction.
Under certain circumstances, if the Company's share price is not 7.5p or greater in July 2018, a further "adjustment" consideration may be payable in cash by the Company. This would have the effect of adjusting the issue price of the Consideration Shares to the highest average closing price achieved by Tavistock's shares over the ten consecutive business days prior to the date on which any deferred consideration becomes due for payment.
The transaction is to be financed using the Group's existing resources, together with the proceeds of a share subscription and a new debt facility, details of which are given below.
Brian Raven, Tavistock's Chief Executive, commented: "We are delighted that Abacus has become part of the Tavistock Investments Group. Tavistock is extremely selective when it comes to identifying businesses with which it would like to partner, and this agreement is testament to the strength and quality of Abacus, which is an ideal cultural fit. This transaction also signals a significant milestone for Tavistock as we move into healthy profitability at Group level. Less than 2 years after completing our initial transaction, we are established as a national brand with over 300 advisers, FUA approaching £4 billion and FUM of £425 million - £250 million in advisory models and £175 million in discretionary portfolios."
The Company is pleased to announce that it has received irrevocable undertakings from new and existing shareholders to subscribe for an aggregate of £800,000 for 24,615,385 new ordinary shares of 1p each in the capital of the Company at an issue price of 3.25p per share (the "Subscription Shares"). Oliver Cooke and Brian Raven are to subscribe for 461,539 and 1,461,539 shares respectively. An application has been made to AIM for trading in the Consideration Shares and the Subscription Shares to commence at 7.00am on Friday 1 April 2016.
Following admission, the Company will have 335,964,024 shares in issue. Oliver Cooke will be interested in 2,078,206 shares and Brian Raven will be interested in 16,455,295 shares representing 0.62% and 4.90% respectively of the enlarged share capital of the Company.
The Company is also pleased to announce that it has entered into a new, three-year, £2 million debt facility with Assetz SME Capital Ltd which is to be secured by a charge in favour of Assetz SME Capital Ltd over the Group's shares in Abacus. Interest on the facility is to be paid monthly at the rate of 9% per annum and repayment of the principal sum will be made at the end of the term from the cash resources and cash generation of the enlarged business.
For further information:
Tavistock Investments plc Tel: 01753 867000
Oliver Cooke, Executive Chairman
Brian Raven, Group Chief Executive
Northland Capital Partners Limited Tel: 020 3861 6625
WH Ireland Limited
Tim Feather Tel: 0113 394 6600
Mark Leonard Tel: 020 7220 1666
CreditSquare - Debt Advisors Tel: 020 3289 2176
Templars Communications Limited Tel: 020 3642 3140
Kate Boothman Meier
Notes for Editors:
Tavistock Investments Plc
Tavistock Investments Plc is an AIM listed financial services group. Key group companies are: Tavistock Partners which provides compliance, administration and accounting services to Partner Firms; Tavistock Financial, the Group's network of independent financial advisers; and Tavistock Wealth which manages the Group's Centralised Investment Proposition (CIP) combining active and passive strategies across in-house and externally managed mandates. Tavistock has over 250 advisers in the Group and in excess of £3 billion in assets under advice.
Brian Raven, Chief Executive
Brian Raven has been involved in the financial services sector since 2010. He has a wide range of business experience, having held many sales and general management posts at senior management and board level, including running public companies on both AIM and the Official List. Most notably, in 1991 Brian founded Card Clear Plc, subsequently renamed Retail Decisions plc, a business engaged in combating the fraudulent use of plastic payment cards. He led the company until 1998 by which time it was an international group, listed on AIM, with a market capitalisation of some £100 million. As a principal, Brian has been responsible for identifying, negotiating and integrating numerous acquisitions, as well as for delivering organic growth.
Aisling Jamieson-Ewers, Templars Communications
0203 642 3148
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