AIM Admission Document
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document, or as to the action you should take, you should immediately consult a person authorised under the Financial Services and Markets Act 2000 (as amended) (“FSMA”) who specialises in advising on the acquisition of shares and other securities in the United Kingdom. The whole of the text of this Document should be read. You should be aware that an investment in the Company involves a high degree of risk and prospective investors should carefully consider the section entitled “Risk Factors” in Part II of this Document before taking any action. If you sell or have sold or transferred all of your Ordinary Shares in the Company prior to the date on which the Existing Ordinary Shares were marked “ex” the entitlement by the London Stock Exchange, please pass this document and the Application Form to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. However, this document, the Form of Proxy and the Application Form should not be forwarded or sent in, into or from a Restricted Jurisdiction or any other jurisdiction that may be restricted by law and therefore persons into whose possession this document and any accompanying documents come should inform themselves about and observe any applicable requirements. This Document comprises an AIM admission document, which has been drawn up in accordance with the AIM Rules for Companies (“AIM Rules”) and has been prepared in connection with, amongst other matters, the Acquisition, the Placing , the Open Offer and the admission of the Enlarged Share Capital to trading on AIM. This Document does not constitute an offer to the public within the meaning of sections 85 and 102b of FSMA or otherwise. This Document is not an approved prospectus for the purposes of the Prospectus Rules and a copy of it has not been, and will not be, reviewed or approved by the FCA, the UKLA or the London Stock Exchange. The Company and Directors, whose names appear on page 5 of this Document accept responsibility for all the information contained in this Document, including collective and individual responsibility for compliance with the AIM Rules. To the best of the knowledge and belief of the Company and Directors, who have taken all reasonable care to ensure that such is the case, the information contained in this Document is in accordance with the facts and does not omit anything likely to affect the import of such information. In connection with this Document, no person is authorised to give any information or make any representation other than as contained in this Document and, if given or made, any such information or representation must not be relied upon as having been authorised. The Ordinary Shares are currently admitted to trading on AIM. Application will be made for the Enlarged Share Capital to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Enlarged Share Capital will commence on 13 February 2015 . AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the UKLA. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on Admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. Neither the UKLA nor the London Stock Exchange have examined or approved the contents of this Document. The AIM Rules are less demanding than those of the Official List of the UKLA. It is emphasised that no application has been made, or is being made, for admission of these securities to the Official List of the UKLA or to trading on the London Stock Exchange’s market for listed securities. Tavistock Investments Plc (Incorporated and registered in England and Wales with registered number 05066489) Proposed Acquisition of Standard Financial Group Limited, Placing of 53,200,000 new Ordinary Shares at 2 pence per share Subscription for 81,800,000 new Ordinary Shares at 2 pence per share Open Offer of up to 30,455,62 4 new Ordinary Shares at 2 pence per share Notice of General Meeting Admission of the Enlarged Share Capital to trading on AIM Nominated Adviser Broker You should read the whole of this document. Your attention is drawn in particular to the letter from the Chairman of Tavistock Investments Plc which is set out in Part I of this document and which contains the unanimous recommendation of the Directors that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting referred to below. In addition, your attention is drawn to Part II of this document entitled “Risk Factors” which contains a discussion of certain factors that should be considered by Shareholders when considering whether or not to make an investment in the Company. The new Ordinary Shares to be issued pursuant to the Acquisition , Placing , Subscription and Open Offer will, on issue, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends or other distributions declared, made or paid after the issue of the New Ordinary Shares. A notice convening the General Meeting to be held at the offices of WH Ireland, 24 Martin Lane, London EC4R 0D R at 11.3 0 a.m . on 12 Februar y 20 15 is set out at the end of this document. The enclosed Form of Proxy for use at the General Meeting should be completed and returned to the Company’s registrars, Share Registrars Limited, Suite E – First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL, as soon as possible and to be valid must arrive not less than 48 hours (excluding any part of a day that is not a working day) before the time fixed for the General Meeting. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), the time by which a person must be entered on the register of members in order to have the right to vote at the meeting is 48 hours (excluding any part of a day that is not a working day) before the time of the meeting or any adjourned meeting. Changes to entries on the register of members after that time will be disregarded in determining the right of any person to attend or vote at the meeting. Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting in person at the General Meeting should they so wish. Northland Capital Partners Limited (“Northland”) is authorised and regulated in the United Kingdom by the FCA and is acting as Nominated Adviser to the Company. Northland is acting on behalf of the Company and no one else in connection with Admission and will not be responsible to any person other than the Company for providing the regulatory and legal protections afforded to customers (as defined by the FCA’s rules set out in the FCA’s handbook on rules and guidance (“FCA Rules”) ) of Northland nor for providing advice in relation to the contents of this Document or any matter, transaction or arrangement referred to herein. The responsibilities of Northland as Nominated Adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of their decision to acquire Ordinary Shares in reliance on any part of this Document. No representation or warranty, express or implied, is made by Northland as to the contents of this Document (without limited the statutory rights of any person to whom this Document is issued). No liability whatsoever is accepted by Northland for the accuracy of any information or opinions contained in this Document or for the omission of any information from this Document, for which the Company and the Directors are solely responsible. WH Ireland Limited (“WH Ireland”), which is authorised and regulated in the United Kingdom by the FCA and is a member of the London Stock Exchange, is acting as Broker to the Company in connection with Admission and is acting exclusively for the Company and no one else in connection with the Admission and will not be responsible to any person other than the Company for providing the regulatory and legal protections afforded to customers (as defined by the FCA Rules) of WH Ireland nor for providing advice in relation to the contents of this Document or any matter, transaction or arrangement referred to in it . No representation or warranty, express or implied, is made by WH Ireland as to the contents of this Document (without limited the statutory rights of any person to whom this Document is issued). No liability is accepted by WH Ireland for the accuracy of any information or opinions contained in this Document or for the omission of any information from this Document, for which the Company and the Directors are solely responsible Qualifying Shareholders who hold their Existing Ordinary Shares in certificated form will be sent an Application Form.