TIDMEVOL TIDMASTR
RNS Number : 8000P
Evolve Capital PLC
07 October 2011
7 October 2011
Evolve Capital plc
("Evolve" or the "Company")
Scheme of arrangement to cancel all the issued ordinary share
capital of
Astaire Group plc ("Astaire") not held by Evolve Capital
plc.
Result of Shareholder meetings
The Board of Evolve notes the announcement released earlier
today by Astaire, a company in which Evolve has a 53.6 per cent.
interest, in relation to the scheme of arrangement to cancel all
the issued ordinary shares of Astaire not held by Evolve (the
"Scheme").
The Board of Evolve is pleased to note that all the resolutions
were passed by the requisite majorities at the meeting of the
Scheme shareholders and at the general meeting of Astaire, each of
which were held earlier today. The Scheme remains subject to, inter
alia, approval of the High Court of Justice in England and
Wales.
The full text of the announcement released by Astaire earlier
today is set out below. The announcement includes the expected
timetable for the remaining principal events relating to the
Scheme.
For further information please contact:
Evolve Capital plc Tel: 020 7937 4445
Oliver Vaughan, Chairman
Allenby Capital Limited Tel: 020 3328 5656
Nick Naylor
Nick Athanas
Astaire Group PLC
Scheme of Arrangement
to cancel all the issued Astaire Shares not held by
Evolve Capital PLC
Result of Shareholder meetings
7 October 2011
The Board of Astaire Group PLC ("Astaire") is pleased to
announce that all the resolutions proposed by the requisite
majorities at the Court Meeting and the General Meeting held this
morning were passed. Having been approved by Astaire shareholders,
the Scheme of Arrangement to cancel all the issued Astaire shares
not held by Evolve Capital PLC ("Evolve") remains subject, inter
alia, to the approval of the High Court. Expressions used in this
announcement shall have the same meaning as in the scheme circular
issued by the Company on 14 September 2011.
The table below shows:
(i) the number of shareholders voting in person or by proxy in
favour and against the resolution at the Court Meeting together
with the percentage of such shareholders voting;
(ii) the number of votes cast in person or by proxy at the Court
Meeting together with the percentage such votes cast in favour and
against the resolution and
(iii) the percentage of the votes in favour and against the
resolution of the total issued share capital of Astaire:
FOR AGAINST
Shareholders voting 195 (98.98%) 2 (1.02%)
-------------------- --------------
Votes cast 36,875,773 (99.99%) 5,505 (0.01%)
-------------------- --------------
Percentage of issued Astaire
Shares 17.96% 0.003%
-------------------- --------------
The resolutions at the General Meeting were passed unanimously
on a show of hands. Had a poll been taken on the resolutions at the
General Meeting the proxies received by the Company were as
follows:
FOR AGAINST
Resolution 1 141,369,772 (99.99%) 2,337 (0.01%)
--------------------- --------------
Resolution 2 141,364,897 (99.99%) 7,337 (0.01%)
--------------------- --------------
Evolve, which holds 110,067,610 Astaire Shares representing
approximately 53.61 per cent. of Astaire's issued share capital,
has an interest in the Scheme and did not vote at the Court
Meeting. The votes cast at the Court Meeting represent 37.72% for
the resolution and 0.006% against the resolution respectively of
the Scheme Shares (being the total Astaire Shares in issue except
those beneficially owned by Evolve).
The expected timetable for the remaining principal events
relating to the Scheme is as follows:
Event Time and/or date
2011
Last day of dealings in, and 25 October
for registration of transfers
of, Astaire Shares
Scheme Record Time 6.00 p.m. on 25 October
Last time for making a Cash Election 6.00 p.m. on 25 October
Last time for withdrawing a Cash 6.00 p.m. on 25 October
Election
Suspension of Astaire Shares 7.30 a.m. on 26 October
from trading on AIM
Court hearing to sanction the 26 October
Scheme and confirm the cancellation
of Share Premium Account
Court Hearing 26 October
Effective date of the Cancellation 26 October
of Share Premium Account
Effective Date of the Scheme 26 October
New Evolve Shares issued 26 October
Cancellation of Astaire Shares 7.30 a.m. . on 27 October
from trading on AIM
New Evolve Shares admitted to by 8.00 a.m. on 27 October
trading on AIM and credited to
CREST accounts
Commencement of dealings in New by 8.00 a.m. on 27 October
Evolve Shares on AIM
Latest date for despatch of share 10 November
certificates in respect of the
New Evolve Shares and of cheques
in respect of Cash Consideration
or credit of CREST accounts in
relation to valid elections for
the Cash Alternative (as appropriate)
due under the Scheme by
Note: These times and dates are indicative only and will depend,
among other things, on the date upon which the Court sanctions the
Scheme and the date upon which the Court confirms the associated
Reduction of Capital and whether the Conditions are satisfied or,
where applicable, waived. If the expected date of the Scheme Court
Hearing or the Reduction Court Hearing (and consequently the
Effective Date) is changed, Astaire will give notice of this change
to the extent practicable by issuing an announcement through a
Regulatory Information Service
As all the resolutions proposed by the requisite majorities at
the Court Meeting and the General Meeting held this morning were
passed, the Adjourned Meeting (which it was proposed be reconvened
on 27 October 2011) to consider the cancellation of the trading of
Astaire Shares on AIM will not now take place.
A copy of this announcement and certain information published or
otherwise made available by Astaire in connection with the
recommended Scheme is available at:
http://www.astairegroup.co.uk/
Fairfax, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for
Astaire and no one else in connection with the Scheme and will not
be responsible to anyone other than Astaire for providing the
protections afforded to customers of Fairfax or for providing
advice in relation to the Scheme or any other matter referred to
herein.
This Announcement does not constitute, or form part of, an offer
or invitation to purchase any securities.
The persons responsible for this announcement are the directors
of Astaire. To the best of the knowledge and belief of the
Directors of Astaire, the information in this announcement is in
accordance with the facts and does not omit anything likely to
affect the import of such information
This information is provided by RNS
The company news service from the London Stock Exchange
END
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