TIDMEVOL
RNS Number : 2838W
Northland Capital Partners
24 January 2013
24 January 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
Kimono Investment Holdings Limited ("Kimono"), Mrs Susan Vandyk
(together, the "Purchasing Shareholders") and persons acting in
concert with them (together "the Concert Party")
Mandatory Cash Offer for Evolve Capital Plc ("Evolve")
Summary
The Purchasing Shareholders today announce the acquisition of an
aggregate 43,626,773 Shares at a price of 0.2 pence per share,
representing approximately 14.31 per cent. of the issued share
capital of Evolve.
Accordingly, the Concert Party is interested in an aggregate
135,070,062 Shares, representing 44.30 per cent. of the issued
share capital of Evolve and as a result, the Concert Party is
required to make a mandatory cash offer for the Remaining Shares in
Evolve in accordance with Rule 9 of the Code.
The Offer, which will be made by the Purchasing Shareholders on
behalf of the Concert Party, will be on the further terms and
subject to the condition set out in Appendix I to this announcement
and as set out in the Offer Document and, in the case of Shares
held in certificated form, the Form of Acceptance, and will be made
on the following basis:
for each Share
0.35 pence in cash, being the highest price paid by any member
of the Concert Party for Shares in the 12 months preceding the date
of this announcement
The Offer values the whole of the issued share capital of Evolve
at approximately GBP1.07 million.
Further to the announcement of 23 January 2013, the Purchasing
Shareholders confirm that they will not be increasing the Offer to
in excess of 0.35p per Share.
The Purchasing Shareholders, on behalf of the Concert Party,
will despatch the Offer Document and Form of Acceptance to
Shareholders (other than those, if any, in a Restricted
Jurisdiction) as soon as practicable and in any event, (save with
the consent of the Panel) within 28 days of the date of this
announcement.
This summary should be read in conjunction with, and is subject
to, the full text of the following announcement (including the
Appendices). The Offer will be subject to the condition and certain
further terms set out in Appendix 1 to this announcement and the
terms to be set out in the Offer Document together with, for Shares
held in certificated form, the Form of Acceptance when published.
Appendix 2 contains the sources and bases of certain information
used in this summary and in the following announcement. Appendix 3
contains definitions of certain terms used in this summary and the
following announcement.
Shareholders should carefully read the Offer Document (together
with, if they hold their Shares in certificated form, the Form of
Acceptance), once published, in its entirety before making a
decision with respect to the Offer.
Enquiries:
Northland Capital Partners Limited 020 7796 8800
Financial adviser to the Purchasing Shareholders
William Vandyk
Tim Metcalfe
This announcement is not intended to and does not constitute or
form part of any offer or invitation to sell or purchase any
securities or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, pursuant to the Offer or otherwise, nor shall there be
any sale, issue or transfer of the securities referred to in this
announcement in or into any jurisdiction in contravention of any
applicable law. The Offer will be made solely by the Offer Document
(together with, in the case of Shares in certificated form, the
Form of Acceptance), which will contain the full terms of the
Offer, including details of how the Offer may be accepted.
Shareholders should carefully read the Offer Document (and, if they
hold their Shares in certificated form, the Form of Acceptance) in
its entirety before making a decision with respect to the
Offer.
Please be aware that addresses, electronic addresses and certain
other information provided by Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications generally from Evolve may be provided
to the Concert Party during the Offer Period as required under
Section 4 of Appendix 4 of the Code.
Northland Capital Partners Limited ("Northland"), which is
authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting as financial adviser to the
Purchasing Shareholders and no one else in connection with the
Offer and will not regard any other person (whether or not a
recipient of this document) as a client in relation to the Offer
and will not be responsible to anyone other than the Purchasing
Shareholders for providing the protections afforded to its clients,
nor for providing advice in connection with the Offer or any other
matter referred to herein.
You may request a hard copy of this announcement (and any
information incorporated by reference in it) by contacting
Northland during business hours on 020 7796 8800 or by submitting a
request in writing to Northland at 60 Gresham Street, London EC2V
7BB. It is important that you note that unless you make such a
request and save as otherwise required by Rule 2.12 of the Code, a
hard copy of this announcement and any information incorporated by
reference in it may not be sent to you.
Overseas Shareholders
The availability of the Offer in, and the release, publication,
or distribution of this announcement in jurisdictions other than
the United Kingdom may be restricted by the laws of those
jurisdictions. In particular, the Offer will not be made directly
or indirectly in any Restricted Jurisdiction. Therefore persons
into whose possession this document comes should inform themselves
about and observe any applicable restrictions. Failure to comply
with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction. Shareholders who are in
any doubt regarding such matters should consult an appropriate
independent adviser in the relevant jurisdiction without delay. To
the fullest extent permitted by applicable law, the companies
involved in the Offer disclaim any responsibility or liability for
the violation of such restrictions by any person.
The Offer is not being and will not be made, directly or
indirectly, in or into or from, whether by the use of mails or any
means of instrumentality (including, without limitation
telephonically or electronically) of interstate or foreign commerce
of, or any facilities of a national securities exchange of, any
Restricted Jurisdiction and the Offer should not be accepted by any
such use, means, instrumentality or facility from or within any
Restricted Jurisdiction. Accordingly, copies of this announcement
and any documentation relating to the Offer are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from whether by the use of mails or
any means of instrumentality (including, without limitation
telephonically or electronically) of interstate or foreign commerce
of, or any facilities of a national securities exchange of, any
Restricted Jurisdiction. Persons receiving this announcement
(including without limitation custodians, nominees and trustees)
must not forward, mail or otherwise distribute or send it in, into
or from any Restricted Jurisdiction, as doing so may invalidate any
purported acceptance of the Offer. Any person (including, without
limitation, custodians, nominees and trustees) who would, or
otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or any documentation
relating to the Offer and/or any other related document to any
jurisdiction outside the United Kingdom should inform themselves
of, and observe, any applicable legal or regulatory requirements of
any relevant jurisdiction.
This announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of any
jurisdiction outside the UK.
Forward-looking statements
This announcement contains certain forward looking statements,
including statements regarding Evolve's plans, objectives and
expected performance. Such statements relate to events and depend
on circumstances that will occur in the future and are subject to
risks, uncertainties and assumptions. There are a number of factors
which could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements, including, among others the enactment of legislation or
regulation that may impose costs or restrict activities; the
renegotiation of contracts or licences; fluctuations in demand and
pricing in the relevant industry; fluctuations in exchange
controls; changes in government policy and taxations; industrial
disputes; war and terrorism. These forward looking statements speak
only as at the date of this announcement.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of Evolve or of any
paper offeror (being any offeror other than an offeror in respect
of which it has been announced that its offer is, or is likely to
be, solely in cash) must make an Opening Position Disclosure
following the commencement of the Offer Period and, if later,
following the announcement in which any paper offeror is first
identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) Evolve and (ii) any
paper offeror(s). An Opening Position Disclosure by a person to
whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement
of the Offer Period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement
in which any paper offeror is first identified. Relevant persons
who deal in the relevant securities of Evolve or of a paper offeror
prior to the deadline for making an Opening Position Disclosure
must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of
Evolve or of any paper offeror must make a Dealing Disclosure if
the person deals in any relevant securities of Evolve or of any
paper offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) Evolve and (ii) any paper offeror, save to the extent that
these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 pm (London time) on the business day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of Evolve or a paper offeror, they
will be deemed to be a single person for the purpose of Rule
8.3.
Opening Position Disclosures must also be made by Evolve and by
any offeror and Dealing Disclosures must also be made by Evolve, by
any offeror and by any persons acting in concert with any of them
(see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the Offer Period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure
Publication of the Offer Document
A copy of the Offer Document and any other document required to
be published on a website in accordance with Rule 26 of the Code
will be available subject to certain restrictions relating to
persons in any Restricted Jurisdiction on www.northlandcp.co.uk
until the end of the Offer Period.
Opening Position Disclosure
The Purchasing Shareholders confirm that they will today
disclose the information required pursuant to Rule 8.1(a) of the
Code by way of a separate announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
MANDATORY CASH OFFER BY KIMONO AND SUSAN VANDYK ON BAHALF OF THE
CONCERT PARTY TO ACQUIRE THE REMAINING SHARES IN EVOLVE AT 0.35
PENCE PER SHARE
1. Introduction
The Purchasing Shareholders today announce the acquisition of an
aggregate 43,626,773 Shares at a price of 0.2 pence per Share from
a number of Shareholders representing approximately 14.31 per cent.
of the issued share capital of Evolve. Prior to this purchase the
Concert Party was interested in an aggregate 91,443,289 Shares
representing approximately 29.99 per cent. of the entire issued
share capital of Evolve. Accordingly, the Concert Party is now
interested in 135,070,062 Shares representing approximately 44.30
per cent. of the issued share capital of Evolve, and as a result,
is required to make a mandatory offer for the Remaining Shares in
accordance with Rule 9 of the Code. In addition, the Concert Party
is interested, in aggregate, in 76,741,720 warrants to subscribe
for new Shares at a price of 0.5 pence per share.
The Ordinary Share purchases made by the Purchasing Shareholders
today have been undertaken in accordance with Rule 5.2(b) of the
Code and with the prior agreement of Michael Jackson, the
Independent Director of Evolve. The other two Evolve Directors,
Oliver Vaughan and David Snow, are members of the Concert Party and
as such are not considered to be independent for this purpose or
for the purposes of the Offer.
2. The Offer
Subject to the terms and condition set out or referred to in the
Offer Document and (for Shareholders who hold their Shares in
certificated form) in the accompanying Form of Acceptance, The
Concert Party will offer to acquire all of the Remaining Shares on
the following basis:
for each Share
0.35 pence in cash
The Offer values the whole of the issued share capital of Evolve
at approximately GBP1.07 million.
Further to the announcement of 23 January 2013, the Purchasing
Shareholders confirm that they will not be increasing the Offer to
in excess of 0.35p per Share.
The Offer Price represents a premium of 118.8 per cent. to the
closing mid-market price of the Shares on 22 January 2013, the day
prior to the commencement of the Offer Period and 27.3 per cent. to
the closing mid-market price of the Shares on 23 January 2013, the
last trading day prior to this announcement.
It is expected that following publication of the Offer Document,
Evolve will publish a circular to Shareholders in which the
Independent Director, who is being advised by Allenby Capital
Limited, will set out his opinion on the terms of the Offer.
The Offer is conditional only upon the Concert Party having
received acceptances in respect of which, together with Shares
acquired or agreed to be acquired before or during the Offer
Period, will result in the Concert Party or any other person acting
in concert with it holding Shares carrying more than 50 per cent.
of the voting rights of the Evolve.
Shares will be acquired pursuant to the Offer fully paid and
free from all liens, equities, charges, encumbrances, rights of
pre-emption and other interests and together with all rights now or
hereafter attaching thereto, including the right to receive and
retain all dividends and other distributions declared, made or
payable after the date of this announcement.
The Offer will be subject to the acceptance condition and the
further terms set out in Appendix 1 and the terms to be set out in
the Offer Document together with, for Shares held in certificated
form, the Form of Acceptance when issued.
Details of the tax effects for Shareholders resident in the UK
for tax purposes of accepting the Offer will be referred to in the
Offer Document.
3. Background to and reasons for the Offer and the Concert Party's intentions for Evolve
On 19 December 2012 Evolve announced the proposed transfer by St
Helens Capital Partners LLP (Evolve's wholly owned ISPX advisory
business) of its business to Peterhouse Corporate Finance Limited,
and its intention to seek the cancellation from trading on AIM of
its Shares.
The Evolve Directors stated in the announcement and subsequent
circular to shareholders convening the General Meeting, that they
considered the most appropriate way to deliver value to
Shareholders was to undertake the orderly disposal of all the
Group's investment assets, a process which they anticipated would
take some years to achieve, and to return the proceeds to
Shareholders by way of cash distributions.
The Evolve Directors concluded that the costs of remaining on
AIM, including professional fees, would adversely impact on the
funds available for distribution and therefore it was appropriate
in light of the proposed transfer of the Group's sole remaining
operating business to seek a cancellation from trading on AIM.
At the time of the announcement the Evolve Directors stated
their intention to keep Shareholders informed of the Company's
financial and trading progress through regular updates on the
Company's website (www.evolvecapital.co.uk). Furthermore, the
Evolve Directors stated that although they had no immediate
intention to provide any form of dealing facility in the Shares
following Cancellation they would consider implementing some form
of informal trading arrangement at some point in the future.
The notice of General Meeting to consider the Disposal and the
Cancellation was posted to Shareholders on 19 December 2012 and the
General Meeting was convened for 8 January 2013.
On 7 January 2013, Evolve announced that it had been made aware
that a number of Shareholders wished to have an opportunity to meet
with the board to discuss the proposed arrangements for the
provision of information to Shareholders, share trading, corporate
governance and Shareholder protections in general, that would be
put in place following the Cancellation prior to giving
consideration to the special resolution being proposed at the
General Meeting to approve the Cancellation. The Evolve Directors
expressed their sympathy with the views that had been expressed and
in order to facilitate such discussions it was agreed that the
General Meeting would take place as scheduled on 8 January 2013 but
that following the consideration of the ordinary resolution to
approve the Disposal, the General Meeting would be adjourned for a
period of 21 days.
On 23 January 2013, following a material movement in the
Company's share price on AIM, Evolve announced that it was in
discussions with the Purchasing Shareholders regarding a possible
offer for the Company at a price of not more than 0.35 pence per
share. Also on 23 January 2013, Evolve announced that it had agreed
undertakings should the Cancellation proceed that:
a) the Company's strategy will be to maximise the value that can
be realised from the Company's existing assets and to return cash
and/or assets to shareholders as and when practical to do so;
b) the Board will undertake not to make any new, long term,
investments without the prior approval of shareholders in general
meeting but will remain free to: (i) support existing investments;
and/or (ii) to make new, short term, investments; and
c) the Board will undertake that at the annual general meeting
of the Company to be held in 2014, and at the annual general
meetings to be held in each subsequent year, a resolution will be
proposed to put the Company into a members voluntary liquidation
and in circumstances where the Board consider it inappropriate to
recommend that Shareholders vote in favour of such a resolution,
the Board will set out alternative plans for the realisation of the
Company's remaining investments and the distribution of cash and/or
assets together with indicative timescales in which they envisage
such a distribution, or series of distributions, being made.
Notwithstanding the above, certain members of the Concert Party
feel that, in light of the proposed Cancellation, it is only
appropriate that Shareholders be offered a means to realise their
current investment in the Company immediately rather than waiting
for future distributions which cannot be guaranteed. In the opinion
of the Purchasing Shareholders there is no option open to Evolve to
make such an offer to its Shareholders and thus they have today
taken the step of purchasing 43,626,773 Shares through the market,
incurring an obligation on the Concert Party to make a mandatory
bid in cash for the Remaining Shares at a price of 0.35 pence per
Ordinary Share, being the highest price paid for an Ordinary Share
by a member of the Concert Party in the preceding 12 months. The
Offer provides Shareholders with an opportunity to decide for
themselves whether they wish to accept the risk that their
shareholding may return a sum greater than the Offer Price over
time or mitigate that risk by disposing of their Shares to the
Purchasing Shareholders in the immediate term.
It is the intention of the Concert Party, regardless of the
outcome of the Offer and the eventual interest held by the Concert
Party in Evolve, to allow the Evolve Directors to continue to
pursue their policy of orderly realisation of the Company's
investments whilst minimising expenditure, subject to the
protections outlined above.
4. Information on Evolve
Evolve was incorporated in September 2007 in order to invest in
equities, convertible or nonconvertible debt and/or options and
warrants in companies which are quoted on, or intending to join,
the PLUS-quoted (now ISDX) market by way of an initial public
offering.
Evolve proposed to seek to invest in companies:
-- that were quoted on the PLUS-quoted market or AIM, or
undertaking or intending to undertake an IPO on, the PLUS-quoted
market;
-- with a market capitalisation, or anticipated market
capitalisation, of less than GBP20 million;
-- that operated in industries where the Evolve Directors had
experience, in particular financial services, leisure operations
(including online), media content provision and distribution,
software, health care and natural resources;
-- where Evolve could take a minority stake and be an active investor; and
-- which were operating in the UK.
The objective of the Evolve Directors was to generate capital
appreciation from investments over the medium term with an
intention to minimise the risk and maximise the potential return by
using the disciplines of due diligence and corporate governance
involved in obtaining a public quotation.
The Evolve Directors believed that the PLUS-quoted market
provided an ideal opportunity for pre-IPO investment in particular
as it combined the discipline included in obtaining a quotation
with a cost effective and appropriately regulated market place for
smaller companies. PLUS was at that time a recognised investment
exchange in the UK, operating both primary and secondary markets,
with a current total market capitalisation of approximately GBP2.3
billion.
In December 2008 Evolve announced an unsolicited offer to
acquire Blue Oar Plc, the holding company of a number of financial
services companies. The rationale for the Blue Oar Offer, which
departed materially from the original investment policy of Evolve
was:
-- Blue Oar had substantial cash resources and given prevailing
economic and market conditions at the time, Evolve's strategy was
to prevent any further depletion of such cash resources. It was the
belief of Evolve at the time that Blue Oar had the business
strengths and cash to survive a significant downturn in economic
and market conditions and exploit a 'last man standing' position if
its resources were preserved rather than being spent on expansion,
acquisitions or dividends.
-- Evolve identified what they believed were valuable business
units within the Blue Oar Group particularly in private client
stockbroking , where through restructuring and applying additional
resources they believe value can either be enhanced or
realised;
-- It was believed that the Blue Oar Group's Rowan Dartington
brand and business should be focussed on more strongly and that
company floated on the PLUS-quoted market and its shares
distributed to all Shareholders.
Blue Oar reported a significant financial loss in the half year
to 30 June 2008 and in the same period saw its cash resources drop
by GBP6.7 million to GBP16.4 million. Its Chief Executive, Andrew
Monk, stated that the second half of the current financial year was
unlikely to show much improvement over the first half unless market
conditions changed dramatically. As history has shown this point
was in fact the start of a protracted depression in the financial
services industry.
The Blue Oar Offer closed on 13 January 2009 with Evolve
receiving acceptances of the offer in respect of 65.3 per cent. of
Blue Oar's issued share capital.
Following the acquisition of Blue Oar, Evolve made a number of
further acquisitions and investments in complementary companies in
order to try to construct a financial services group focussing on
small and growing companies. Ultimately however, previously unknown
material weaknesses in the Blue Oar Group which had crystallised
under the previous management, notably irrecoverable debtors within
Rowan Dartington and a subsequently settled litigation claim,
prevented Evolve from realising its goal and led to a decision to
dispose of the elements of the Blue Oar Group, by this time known
as Astaire Group Plc.
The Disposal represents the last element of the Blue Oar Group
owned by Evolve and returns the company to its original role as an
investment vehicle.
5. Information on the Concert Party
The Concert Party was formed in 2010 and comprises the following
members:
Percentage
of issued share
Concert Party Member Shareholding capital
Mr Oliver Vaughan(1,2) 33,045,609 10.84%
Kimono Investment Holdings
Limited(3) 36,905,656 12.10%
Mr Edward Vandyk(4) 38,831,128 12.59%
Mr Thomas Vaughan 14,349,498 4.71%
Mr David Snow(1) 10,699,998 3.51%
Mr William Vandyk 612,342 0.20%
Miss Anoushka Vandyk 426,527 0.14%
Mr Thomas Vandyk 199,304 0.07%
TOTAL 135,070,062 44.30%
Note 1: Mr Vaughan and Mr Snow are Evolve Directors.
Note 2: Mr Vaughan's shareholding comprises 6,389,454 Shares
held in his own name and 26,656,155 Shares held in the name of
Sailing Adventures Limited.
Note 3: Kimono Investment Holdings Limited is a trust
established for the benefit of Oliver Vaughan's three adult
children.
Note 4: Mr Vandyk's shareholding comprises 436,976 Shares held
in his name, 29,894,152 Shares held in the name of Mrs Susan Vandyk
and 8,500,000 Shares held by Mrs Susan Vandyk's pension fund.
The Offer is being led by Kimono and Susan Vandyk, whose
interests are aggregated in the table above with those of Edward
Vandyk. The other members of the Concert Party are currently taking
no active part in the Offer.
6. Financing of the offer
Northland Capital Partners Limited is satisfied that the
Purchasing Shareholders, on behalf of the Concert Party, have the
necessary financial resources available to satisfy full acceptance
of the Offer by utilising existing cash resources. It is estimated
that full acceptance of the Offer would require payment by the
Purchasing Shareholders, under the terms of the Offer, of an amount
of approximately GBP595,000 in cash.
7. Overseas shareholders
The Offer is not being, and will not be, made, directly or
indirectly, in or into, or from, whether by the use of the mails or
any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce
of, or any facilities of a national securities exchange of, any
Restricted Jurisdiction and the Offer should not be accepted by any
such use, means, instrumentality or facility or from within any
Restricted Jurisdiction.
Overseas shareholders should inform themselves about and observe
any applicable legal or regulatory requirements. If you are in any
doubt about your position you should consult your professional
adviser in the relevant territory.
8. Further information
Your attention is drawn to the further information contained in
the Appendices which form part of this announcement.
Appendix 1 - Condition and certain further terms of the
Offer
PART A: Condition to the Offer
The Offer will be subject to the condition of valid acceptances
being received (and not, where permitted, withdrawn) by 1.00 p.m.
on the first closing date of the Offer (or such later time(s)
and/or date(s) as the Concert Party may, subject to the rules of
the Code, decide) in respect of Shares which, together with Shares
acquired or agreed to be acquired before or during the Offer,
whether pursuant to the Offer of otherwise would result in the
Concert Party, or any other person acting in concert with the
Concert Party holding, in aggregate, Shares carrying more than 50
per cent. of the voting rights then exercisable at a general
meeting of Evolve, including for this purpose to the extent (if
any) required by the Panel, any such voting rights attaching to any
Shares that may be unconditionally allotted or issued before the
Offer becomes or is declared unconditional as to acceptances
whether pursuant to the exercise of any outstanding conversion or
subscription rights or otherwise, and for this purpose:
(i) the expression "shares that may be unconditionally allotted
or issued" shall include any Treasury Shares which are
unconditionally transferred or sold by Evolve; and
(ii) shares which have been unconditionally allotted but not
issued shall be deemed to carry the voting rights which they will
carry on being entered into the register of members of Evolve.
PART B: Further terms of the Offer
The Offer will extend to all Shares other than those already
owned by the Concert Party.
Shares will be acquired pursuant to the Offer fully paid and
free from all liens, equities, charges, encumbrances, rights of
pre-emption and other interests and together with all rights now or
hereafter attaching thereto, including the right to receive and
retain all dividends and other distributions declared, made or
payable after 24 January 2013.
In deciding whether or not to accept the Offer in respect of
their Shares, Shareholders should rely on the information contained
in, and follow the procedures described in, the Offer Document and
(if they hold their Shares in certificated form) the Form of
Acceptance which will be posted to Shareholders in due course
(other than to any Shareholders with addresses in any Restricted
Jurisdiction).
The Offer will be made on the terms which are set out in this
Appendix 1, those terms which will be set out in the formal Offer
Document and Form of Acceptance and such further terms as may be
required to comply with the Code and applicable law.
The Offer will comply with the AIM Rules of the London Stock
Exchange (to the extent applicable and pending confirmation of the
Cancellation) and the provisions of the Code. The Offer and any
acceptances thereunder will be governed by English law and will be
subject to the jurisdiction of the English Courts.
The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
The Offer is not being, and will not be, made, directly or
indirectly, in or into, or by the use of the mails or any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any
facilities of a national securities exchange of, any Restricted
Jurisdiction and the Offer should not be accepted by any such use,
means, instrumentality or facility or from within any Restricted
Jurisdiction.
This announcement does not constitute an offer or invitation to
purchase Shares or any other securities.
Appendix 2 - Sources and bases of information
References to the value of the Offer are based on there being
304,919,553 Shares in issue, sourced on 23 January 2013 from
Evolve's website maintained for the purposes of Rule 26 of the AIM
Rules for Companies published by London Stock Exchange plc at
http://www.evolvecapital.co.uk/5.html .
Appendix 3 - Definitions
The following definitions apply throughout this
announcement:
Act the Companies Act 2006
----------------------------- -------------------------------------------------------------
AIM the AIM market operated by the London Stock
Exchange
----------------------------- -------------------------------------------------------------
Blue Oar Blue Oar Plc
----------------------------- -------------------------------------------------------------
Blue Oar Group Blue Oar Plc and its subsidiaries
----------------------------- -------------------------------------------------------------
Blue Oar Offer the offer announced by Evolve on 8 December
2008 to acquire the entire issued share capital
of Blue Oar not already owned by it on the
basis of 1,025 new Shares of 1p each in the
capital of Evolve for every 1,000 Shares of
0.1p each in the capital of Blue Oar
----------------------------- -------------------------------------------------------------
Board or Evolve the directors of Evolve
Directors
----------------------------- -------------------------------------------------------------
Cancellation the proposed cancellation of the Shares from
trading on AIM
----------------------------- -------------------------------------------------------------
certificated or a share or other security which is not in uncertificated
in certificated form (that is, not in CREST)
form
----------------------------- -------------------------------------------------------------
Code the City Code on Takeovers and Mergers
----------------------------- -------------------------------------------------------------
Concert Party the Concert Party in relation to Evolve formed
in 2010 and comprising the persons identified
in the paragraph 5 of this announcement including
the Purchasing Shareholders
----------------------------- -------------------------------------------------------------
CREST the relevant system (as defined in the Regulations)
in respect of which Euroclear UK & Ireland
Limited is the Operator (as defined in the
Regulations)
----------------------------- -------------------------------------------------------------
Disposal the transfer by St Helens Capital Partners
LLP (Evolve's wholly owned ISDX advisory business)
of its business to Peterhouse Corporate Finance
Limited
----------------------------- -------------------------------------------------------------
Evolve or Company Evolve Capital Plc, a company incorporated
in England and Wales with registration number
06383902 and having its registered office at
223a Kensington High Street, London, W8 6SG
----------------------------- -------------------------------------------------------------
Form of Acceptance the form of acceptance, authority and election
for use in connection with the Offer to be
sent to Shareholders (other than those, if
any, in a Restricted Jurisdiction) accompanying
the Offer Document
----------------------------- -------------------------------------------------------------
General Meeting the general meeting of Evolve convened for
8 January 2013, subsequently adjourned and
to be reconvened on 29 January 2013, at which
resolutions to approve the Disposal and the
Cancellation have been and will be respectively
proposed
----------------------------- -------------------------------------------------------------
Independent Director Michael Jackson, being the sole director of
Evolve not a member of the Concert Party
----------------------------- -------------------------------------------------------------
Kimono Kimono Investment Holdings Limited
----------------------------- -------------------------------------------------------------
London Stock Exchange London Stock Exchange Plc
----------------------------- -------------------------------------------------------------
Offer the mandatory cash offer to be made by the
Concert Party to acquire the Remaining Shares,
subject to the terms and condition set out
in this announcement, the Offer Document and
the Form of Acceptance, and including, where
the context so requires, any subsequent revision,
variation, extension or renewal of such offer
----------------------------- -------------------------------------------------------------
Offer Document the offer document to be sent to Shareholders
(other than those, if any, in a Restricted
Jurisdiction) which will contain the condition
of and the full terms of the Offer
----------------------------- -------------------------------------------------------------
Offer Period the offer period (as defined by the Code) relating
to Evolve, which commenced on 23 January 2013
and which will continue until 1.00pm on the
first closing date of the Offer (unless extended)
----------------------------- -------------------------------------------------------------
Shares the existing unconditionally allotted or issued
and fully paid ordinary shares of 0.1 pence
each in the capital of Evolve and any further
such shares which are unconditionally allotted
or issued and fully paid, and any Treasury
Shares unconditionally sold or transferred
by Evolve, in each case, before the date on
which the Offer closes (or such earlier date(s)
as the Concert Party may, subject to the Code,
determine),
----------------------------- -------------------------------------------------------------
Panel the Panel on Takeovers and Mergers
----------------------------- -------------------------------------------------------------
PLUS PLUS Markets plc and markets operated by it.
The markets operated by Plus Market plc were
sold to ICAP Holdings Limited on 21 June 2012
and subsequently rebranded as the ICAP Securities
and Derivatives Exchange or ISDX
----------------------------- -------------------------------------------------------------
PLUS-quoted the primary market for unlisted securities
operated by PLUS
----------------------------- -------------------------------------------------------------
Regulatory Information an information dissemination service that is
Service or RIS approved by the Financial Services Authority
and is on the list maintained by the Financial
Authority set out in Appendix 3 to the Listing
Rules
----------------------------- -------------------------------------------------------------
Remaining Shares all of the Shares other than those in which
any member of the Concert Party is interested
for the purposes of the Code
----------------------------- -------------------------------------------------------------
Restricted Jurisdictions any jurisdiction where the release, publication
or distribution in whole or in part, in, into
or from or where the extension or acceptance
of the Offer would constitute a violation of
the relevant laws of such jurisdiction
----------------------------- -------------------------------------------------------------
Shareholders holders of Shares
----------------------------- -------------------------------------------------------------
Treasury Shares Shares held as treasury shares as defined in
Section 724(5) of the Companies Act 2006
----------------------------- -------------------------------------------------------------
uncertificated a share or other security title to which is
or in uncertificated recorded on the relevant register of the share
form or security concerned as being held in uncertificated
form in CREST and title to which, by virtue
of the Regulations, may be transferred by means
of CREST
----------------------------- -------------------------------------------------------------
UK or United Kingdom the United Kingdom of Great Britain and Northern
Ireland
----------------------------- -------------------------------------------------------------
GBP or Sterling pounds sterling, the lawful currency for the
time being of the UK and references to "pence"
and "p" shall be construed accordingly
----------------------------- -------------------------------------------------------------
All references to legislation in this announcement are to
English legislation unless the contrary is indicated. Any reference
to any provision of any legislation shall include any amendment,
modification, re-enactment or extension thereof, save to the extent
that any such amendment, modification, re-enactment or extension
imposes any new or extended liability or restriction on a
party.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFZMGZMLDRGFZG
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