TIDMEVOL
RNS Number : 6317W
Evolve Capital PLC
29 January 2013
Evolve Capital plc ("Evolve" or the "Company")
Result of Adjourned General Meeting,
Cancellation of admission to trading of the Company's ordinary
shares on AIM
and
Update on Mandatory cash offer for Evolve
Introduction
On 19 December 2012 the Company announced proposals, subject to
the approval of its shareholders, to, inter alia, cancel the
admission of the ordinary shares of 0.1p each in the capital of the
Company (the "Ordinary Shares") to trading on AIM, a market
operated by the London Stock Exchange plc ("AIM") (the
"Delisting").
The Company sent a circular to its shareholders on 19 December
2012 (the "Circular") setting out further details of the Delisting
and the implications for shareholders of the Company. The Circular
contained a recommendation from the Board for shareholders to vote
in favour of the Delisting. The Board subsequently became aware
that a number of shareholders wished to meet with the Board to
discuss 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
Delisting and as a consequence the Board adjourned the general
meeting, held on 8 January 2013, prior to the consideration of the
resolution to approve the Delisting.
Shareholders should note that the other business proposed at the
general meeting held on 8 January 2013 (being the transfer by St
Helens Capital Partners LLP, the Company's wholly owned ISDX
advisory business, of its business to Peterhouse Corporate Finance
Limited) was approved and this transfer was completed on 8 January
2013.
Result of Adjourned General Meeting and timetable for
Delisting
The adjourned general meeting was held earlier today and the
Board is pleased to announce that the Delisting resolution was
unanimously passed by the shareholders present at the meeting.
When accounting for the votes that were received by proxy, a
total of 156,207,707 Ordinary Shares were voted in favour of the
Delisting resolution , either in person or by proxy, representing
98.0% of the total votes cast and 50.1% of the current issued share
capital of Evolve. A total of 3,135,509 Ordinary Shares were voted
against the resolution representing 2.0% of the total votes cast
and 1.0% of the current issued share capital of Evolve.
As a consequence trading in the Ordinary Shares on AIM will
cease at close of business on 5 February 2013 with the Delisting
taking effect at 7:00 a.m. on 6 February 2013.
Proposed investor protections following the Delisting
As announced previously the Board has agreed to provide the
following undertakings once the Delisting takes effect:
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.
Update on Mandatory Cash offer for Evolve
On 24 January 2013 Kimono Investment Holdings Limited, Mrs Susan
Vandyk (together the "Purchasing Shareholders") and persons acting
in concert with them (the "Concert Party") announced the terms of a
mandatory cash offer (the "Offer") to be made by the Purchasing
Shareholders on behalf of the Concert Party to acquire the Ordinary
Shares not held by the Concert Party. The Offer values each
Ordinary Share at 0.35 pence per Ordinary Share and Evolve's entire
issued share capital at approximately GBP1.07 million. The
Purchasing Shareholders have confirmed that they will not be
increasing the Offer to in excess of 0.35p per Ordinary Share.
As Oliver Vaughan and David Snow are members of the Concert
Party, Michael Jackson is the only director of Evolve deemed to be
independent for the purposes of considering the Offer. At this time
Michael Jackson continues to advise Evolve's shareholders to take
no action regarding the Offer until they have had the opportunity
to consider his response to the Offer. The response will be set out
in a circular which will be sent to Evolve's shareholders following
the posting of the Purchasing Shareholder's offer document which
will be sent to Evolve shareholders in due course.
Further announcements will be made as appropriate.
For further enquiries please contact:
Evolve Capital plc:
Oliver Cooke/Michael Jackson 020 7937 4445
Allenby Capital Limited (Nominated adviser and broker):
Nick Naylor or Nick Athanas 020 3328 5656
This announcement will be available on the Company's website at
www.evolvecapital.co.uk
Disclosure requirements of the Takeover Code (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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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