Conditional Property Sale, RPT & Proposed GM

Jarvis Securities plc

08 May 2026

 

The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Jarvis Securities plc

("Jarvis" or "the Company" and with its subsidiaries the "Group")

Conditional Property Sale

Related Party Transaction

Proposed General Meeting

Jarvis Securities plc, the holding company for Jarvis Investment Management Limited (JIML), announces today that it has conditionally agreed to dispose of its leasehold interest in the property it holds at The Brewery, Tunbridge Wells (the "Property") for a cash consideration of £100,000 (the "Potential Disposal"). The Potential Disposal was made under an auction agreement as part of auction process run by Clive Emson Land and Property Auctioneers. The purchaser through that auction process was Sion Properties Limited, a company connected to Andrew Grant, a director of the Company (the "Purchaser"). A £11,750 deposit has been paid by the Purchaser to the auctioneers as a deposit. The Property had been utilised historically by JIML as a disaster recovery site for IT operations but the Property had not been utilised for these purposes since March 2026.

Condition: Shareholder Approval

The Potential Disposal is part of the ongoing disposal and winddown strategy of the Group, which was announced on 15 April 2025 and 7 July 2025 and accordingly Rule 15 of the AIM Rules for Companies ("AIM Rule 15") applies. The Potential Disposal is therefore subject to the consent of shareholders being given in a general meeting. A circular containing the details of the Potential Disposal and convening a general meeting for shareholders will be dispatched shortly (the "Circular"). A further announcement will be made when the Circular is dispatched.

If the Potential Disposal completes, the proceeds will be applied to the general cash resources of the Company.

Strategy and AIM Rule 15 Cash Shell

As previously announced, following the sale of the Company's retail execution only brokerage business by JIML, which completed on 7 July 2025, the directors of the Company remain committed to completing an effective and efficient wind down of the Group over the coming months,  including, where possible, securing the disposal of any residual assets left in the Group (see announcement dated 5 May 2026), although there can be no guarantee that this will occur.  

In addition, as also previously announced, once all the Model B clearing and settlement service contracts are terminated and other operations are wound down, Jarvis will then no longer own, control, or conduct any trading business. Accordingly, pursuant to AIM Rule 15 Jarvis would, at that time, become an AIM Rule 15 Cash Shell and would be required to make an acquisition or acquisitions that constitutes a reverse takeover under AIM Rule 14, within 6 months of becoming an AIM Rule 15 Cash Shell. It is currently anticipated Jarvis will become an AIM Rule 15 Cash Shell on the date that all, or substantially all, of JIML's client agreements or assets are transferred to a third party.

At this time, the Directors do not intend to make any acquisitions. Whilst they continue to keep their strategic options for the remaining assets of the Group under review, the Directors currently intend to seek a cancellation of the Company's admission to trading on AIM pursuant to AIM Rule 41 (the "Proposed Cancellation") in due course, with the expectation that, following the lifting of the Voluntary Agreed restrictions agreed with the FCA (see announcement dated 16 September 2022), any distributable reserves remaining in the Company at the time of the Proposed Cancellation would then be returned to shareholders. The Proposed Cancellation would be subject, inter alia, to shareholder approval. Further announcements will be made in due course.

Related Party Transaction

As Sion Properties Limited is a company connected to Andrew Grant, a director of the Company, the Potential Disposal is also considered to be related party transaction pursuant to AIM Rule 13. The directors independent of the Potential Disposal, being Paul Shackleton and Steve Middleton consider having consulted with the Company's Nominated Adviser, Zeus Capital Limited, that the terms of the Potential Disposal are fair and reasonable insofar as the Company's shareholders are concerned.

Additional Information

The book value for the Property recorded in the Group's audited accounts for the 18 months ended 30 June 2025 was £196,626; no profits (or losses) are attributable to the Property.

Enquires:

Jarvis Securities plc	01892 510 515
Andrew Grant
Zeus Capital	020 3829 5000
Katy Mitchell

 

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