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.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
