REG - Tavistock Investment - Final Results <Origin Href="QuoteRef">TAVI.L</Origin> - Part 3

Tavistock InvestmentsAnnouncement

25/08/2015 07:00

- Part 3: For the preceding part double click  ID:nRSY9394Wb 

                                                                                                                    10 years         
      Risk free rate                                                                                                                                                                                                                1.8%             
                                                                                                                                                                                                                                                     
      Expected volatility has been determined by reference to the fluctuations in the Company's share price between the formation of its current group structure and the grant date of the share options.                           
                                                                                                                                                                                                                                                     
                                                                                                                                                                                                                                    Ordinary shares                         
                                                                                                                                                                                                                                    Weighted                                  
                                                                                                                                                                                                                                    average price                             
                                                                                                                                                                                                                                    (pence)          Number                   
                                                                                                                                                                                                                                                                              
      Outstanding at the beginning of the period*                                                                                                                                                                                   5.00             500,000                  
      Granted during the period                                                                                                                                                                                                     5.25             8,300,000                
                                                                                                                                                                                                                                    ---------------  -------------------      
      Outstanding at the end of the period                                                                                                                                                                                          5.24             8,800,000                
                                                                                                                                                                                                                                    =======          =========                
                                                                                                                                                                                                                                                                                    
 
 
*Following consolidation of 1 new ordinary share of 1p each for every 100
existing ordinary shares of 0.01p each. 
 
The exercise price of options outstanding at the end of the period, 500,000 of
which had vested, was 5.235p and their weighted contractual life was 9.6
years. Exercise prices at the end of the period ranged from 5p to 5.25p. 
 
There were no options exercised in the period. The weighted average fair value
of each option granted during the current period was 3.91p and their weight
average contractual life was 10 years. No options granted during the period
had vested. 
 
The Company had also issued EMI options over 100,000 G Ordinary Shares which,
subject to certain performance criteria, could convert into such number of
ordinary shares as would be equivalent to 10% of the Company's issued share
capital as enlarged by such conversion on or after 31 July 2016. These options
have been valued by reference to a current assessment of the Company's future
market capitalisation. 
 
17.       RELATED PARTY TRANSACTIONS 
 
Following the successful completion of the initial transactions on 30 May
2014, the Company paid £108,333 to Corrib Associates, an entity controlled by
Oliver Cooke and £104,000 to Brian Raven for consultancy services which had
been provided by them to the Company on a contingency basis prior to that
date. 
 
A fee of £12,500 was paid to each of Oliver Cooke and Brian Raven in relation
to the underwriting by them of £250,000 of the fundraising carried out by the
Company in May 2014. This was settled in shares at an issue price of 7.5p per
share. 
 
Payments of £2,400 and £4,000 were made to Rennison Consulting (a firm
controlled by Roderic Rennison) and to threeSixty Support LLP (a firm in which
Philip Young is Managing Director) respectively in relation to due diligence
services provided in connection with the acquisition of Tavistock Partners
Limited. 
 
During the period Tavistock Wealth received gross commission of £286,191 from
IFSL (Investment Fund Services Limited) and paid to that company £171,435 in
management charges. IFSL is a company of which Andrew Staley, a significant
shareholder in Tavistock Investments Plc, is a director. 
 
In  September 2014, Novia Financial Limited ("Novia") and one of its major
shareholders, Cocoon Investment Holdings Limited ("Cocoon" and together, the
"Lenders") agreed to provide the Company with a three year, unsecured,
convertible loan facility of up to an aggregate of £750,000, for business
development and working capital purposes.  The Lenders have a minor
shareholding in the Company and Novia is the operator of one of the wrap
platforms on which clients' funds are administered. 
 
As at 31 March 2015, the amount outstanding was £250,000. 
 
Interest on amounts drawn down under the facility accrue at the rate of 1 per
cent. per annum over the base rate and are  paid quarterly.  Any funds drawn
down under the Loan Facility fall due for repayment at the end of the term,
being 27 August 2017. The principal sum outstanding under the Loan Facility
may be converted, at a share price of 7.5 pence per share, into new ordinary
shares in the capital of the Company at any time prior to the end of the term
at the discretion of the Lenders. 
 
18.       EVENTS AFTER THE DATE OF THE STATEMENT OF FINANCIAL POSITION 
 
On 3 May 2015 the Company announced the acquisition of Duchy Independent
Financial Advisers Limited, an IFA business with offices in Truro and St Ives
in Cornwall. 
 
The initial consideration was £350,000, of which sum £220,000 was paid in cash
and the balance of £130,000 was settled through the issue of 1,733,333 new
ordinary shares of 1p each at an issue price of 7.5p per share. 
 
At the date of acquisition, Duchy Independent Financial Advisers Limited had
net assets of £205,425, consisting of assets of £265,083 and liabilities of
£59,658. 
 
Subject to certain performance criteria the vendors may be entitled to receive
up to an additional £156,000 which may be settled at the Company's discretion
either in cash or in shares at the same issue price. 
 
Under certain circumstances, if the Company's share price has not risen to
7.5p by May 2017, a further "adjustment" consideration may become payable by
the Company, either in cash or further shares at the Company's discretion, to
have the effect of adjusting the issue price per share referred to above to
the highest average closing price achieved by Tavistock's shares over any five
consecutive trading days in the period between completion and the date on
which the adjustment payment is made. 
 
This information is provided by RNS
The company news service from the London Stock Exchange