REG - Cavendish Financial - Total Voting Rights

CavendishAnnouncement

26/07/2024 07:00

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RNS Number : 9173X  Cavendish Financial PLC  26 July 2024

26 July 2024

Cavendish Financial plc

("Cavendish", the "Company" or the "Group")

Total Voting Rights

Cavendish Financial plc (AIM:CAV) today announces the results of an offer (the
"July Offer") made under its Co-Investment Plan ("CIP"), which was launched in
February 2024, following issue of the Company's full-year results to 31 March
2024 and as signalled in the announcement of the launch of the CiP on 19
February 2024.

The July Offer (to acquire, out of their own post-tax funds, ordinary shares
in Cavendish at the prevailing market price through a one-off lump sum
subscription (the "CiP Shares")) was made to new joiners and employees newly
promoted to Director since the first CiP offer, as well as to other eligible
employees who were not able to participate in the first offer, or who had
expressed a desire to top up their initial investment.

The CiP Shares will be held by the trustee of the Company's employee benefit
trust, as nominee for the participants, subject to a 3-year lock up, but will
rank for dividends and voting rights alongside other ordinary shares during
this time. In accordance with the Rules of the CiP, additional shares
("Additional Shares") will be awarded to the participants based on the number
of CiP Shares they acquired and the satisfaction of the following share price
targets. The Target Base Price was 11.75p per share being the closing share
price on 16 July 2024, the business day immediately before formal offers to
participate were issued to eligible employees:

 Premium to Target Base Price  Corresponding target share price  Additional Shares awarded for each CiP Share acquired
 <75%                          Less than 20.5p                   0.5
 >=75%                         20.5p                             2
 >=125%                        26.4p                             3
 >=175%                        32.3p                             4

 

The target share prices include dividends paid over the duration of the CiP
and will be assessed on a 20-day VWAP basis, in the 20 dealing days prior to
the end of the 3-year lock up period.

Shares will also be awarded if any of the above hurdles are met on a 90-day
VWAP basis at any time during the 3-year lock up period, but will only be
received by employees at the end of that period and subject, inter alia, to
continued employment (other than in certain good leaver circumstances). Where
both the 20-day VWAP and 90-day VWAP targets are met, participants will
receive the highest number of shares payable of the two.  Only one grant of
additional shares can be awarded.

In aggregate, employees participating in the July Offer have contributed
£127,000 for the subscription of new ordinary shares in Cavendish at 12.75p
per share (the closing market price on 25 July 2024).

Accordingly, Cavendish has raised £127,000 of new capital through the issue
of 996,072 new ordinary shares of 1 pence each under the CiP, which shares
were issued and allotted on 25 July 2024 to the trustee of the Company's
employee benefit trust, Ogier Global Trustee (Jersey) Limited, in its capacity
as nominee on behalf of participants.

The Company has applied for admission of these newly issued and allotted
shares to trading on AIM.  Admission is expected to take place at 8.00 a.m.
on 1 August 2024.

Subject to the rules of the CiP, (a summary of which has been previously
announced), and all participants remaining in the CiP until the end of the
3-year lock up period, the estimated number of Additional Shares that may be
allotted under the July Offer if (i) the minimum share price target is
achieved, is c.0.5m new ordinary shares (c.0.1% of Cavendish's issued share
capital, post the allotment announced today) and (ii) if the maximum share
price target is achieved, is c.3.9m new ordinary shares (c.1.03% of
Cavendish's issued share capital, post the allotment announced today).

As previously stated, Cavendish intends to manage the overall shareholder
dilution of the CiP through funding its EBT to make market purchases over time
with the intention of limiting the ultimate overall dilution from share option
and employee incentive plans to less than c.15% of the total issued share
capital.

 

Total Voting Rights

In compliance with the FCA's Disclosure Guidance and Transparency Rules, the
Company announces that, as at today's date, it has 385,689,620 ordinary shares
of 1 pence each in issue.  The Company does not hold any shares in treasury
and all of the ordinary shares have equal voting rights.

The figure of 385,689,620 ordinary shares represents the total voting rights
in the Company and may be used by shareholders as the denominator for the
calculations by which they can determine if they are required to notify their
interest in, or a change to their interest in, the Company under the Rules.

 

For further information, please contact:

CONTACTS

Cavendish (Management)
                     Tel: +44 (0) 20 7220 0500

Julian Morse, Co-Chief Executive
Officer
investor.relations@cavendish (mailto:investor.relations@cavendish) .com

John Farrugia, Co-Chief Executive
Officer

Ben Procter, Chief Financial Officer

 

SPARK Advisory Partners (Nominated Advisor)
 

Matt Davis / Adam
Dawes
Tel: +44 (0) 20 3368 3550

 

 

 

 

 

 

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