EVOL Evolve Capital

    RNS Number : 9872J
  AIM
  11 December 2008
   



 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE
           WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

 COMPANY NAME:
 Evolve Capital plc

 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
 (INCLUDING POSTCODES) :
 Evolve Capital plc, 223a Kensington High Street, London W8 6SG

 COUNTRY OF INCORPORATION:
 England and Wales

 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
 www.evolvecapital.co.uk

 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
 INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY). IF THE ADMISSION IS
 SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER 
 RULE 14, THIS SHOULD BE STATED:
 The board of Evolve Capital plc ("Evolve") announced on 8 December 2008 the
 terms of an all share offer to be made by Evolve to acquire the entire issued
 and to be issued share capital of Blue Oar plc ("Blue Oar").


 In view of the size of Blue Oar in relation to Evolve and the departure from
 Evolve's investment strategy, the acquisition constitutes a reverse takeover
 under the AIM Rules for Companies and, as such, requires the approval of
 Evolve shareholders at a general meeting to be held on 29 December 2008. The
 first closing date for the offer is 30 December 2008. 


 As a consequence of the acquisition constituting a reverse takeover, Evolve
 is required to apply for re-admission to AIM and it is expected that such
 admission will take place as soon as is reasonably practicable within 14 days
 of the offer becoming or being declared unconditional.


 On re-admission to AIM, Evolve will act as the holding company of the Blue
 Oar group and its principal business will be that of an investment bank. Its
 main country of operation will be the UK.


 Blue Oar is a specialist investment banking business incorporated in England
 and Wales. Formed in 1995 and quoted on AIM, it is the holding company of
 five distinct regulated financial services businesses: 


     -   Rowan Dartington & Company Limited (private client stockbroking and
 asset  
          management);
      -  Astaire & Partners Limited (stockbroking);
      -  Blue Oar Securities plc (institutional stockbroking);
      -  Blue Oar Asset Management LLP (asset management); and
      -  Inteq Limited (Australian corporate advisory).


 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 market by way of
 an IPO. Evolve has completed three investments since its admission to AIM in
 December 2007. Evolve will continue to seek to invest in companies with all
 or some of the following characteristics:


      -  companies that are quoted on the PLUS-quoted market or AIM, or are
 currently
          undertaking or intend to undertake an IPO on the PLUS-quoted market;
      -  companies with a market capitalisation, or anticipated market
 capitalisation, of less 
          than �20 million;
      -  companies that operate in industries where the Directors have
 experience, in particular 
         financial services, leisure operations (including online), media
 content provision and 
         distribution, software, health care and natural resources;
      -  companies where the Company can take a minority stake and be an
 active investor; and
      -  companies operating in the UK.

 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO
 TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares,
 nominal value and issue price to which it seeks admission and the number and
 type to be held as treasury shares):
 Ordinary shares of 1p each.
 Number of shares to be issued to be confirmed.

 CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET
 CAPITALISATION ON ADMISSION:
 No capital to be raised on Admission.
 Market capitalisation to be confirmed.

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
 To be confirmed.

 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
 (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:
 Evolve's ordinary shares are also enabled for trading on PLUS

 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the
 first name by which each is known or including any other name by which each
 is known):
 Oliver John Vaughan, Executive Chairman
 Edward Vandyk, Executive Director
 James Julian Noble, Non-Executive Director
 Michael Edward Wilson Jackson, Non-Executive Director
 David Wallace Ballintine Snow, Non-Executive Director

 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE
 OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the
 first name by which each is known or including any other name by which each
 is known):
 Current significant shareholders of Evolve are:
 Oliver John Vaughan: 11.35%
 Edward Vandyk: 11.35%
 Andbanc Group Agricol Reig: 10.81%
 Jayde Limited: 6.49%
 Augsburg Investments Limited: 5.41%
 Trehearne Limited: 5.41%
 Kimono Investment Holdings Limited: 5.41%
 Venaglass Limited: 5.41%
 Tahalof Limited: 5.41%
 Thomas Vaughan: 5.41%
 Kinsale Capital Limited: 4.32%
 Michael Edward Wilson Jackson: 4.32%


 Details of the significant shareholders of Evolve (as enlarged by the
 acquisition) on Admission to AIM are to be confirmed.

 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
 (H) OF THE AIM RULES:
 None.

 (i)   ANTICIPATED ACCOUNTING REFERENCE DATE 
 (ii)  DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION 
       DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
 interim
       financial information)
 (iii)  DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT 
        TO AIM RULES 18 AND 19:
 (i) 31 December
 (ii) 30 June 2008
 (iii) Final results: by 30 June 2009 and by 30 June 2010; Half-yearly report:
 by 30 September 2008.

 EXPECTED ADMISSION DATE:
 Early January 2008 (assuming the Offer becomes or is declared unconditional
 on the first closing date)

 NAME AND ADDRESS OF NOMINATED ADVISER:
 Fairfax I.S. PLC
 46 Berkeley Square
 London W1J 5AT

 NAME AND ADDRESS OF BROKER:
 Fairfax I.S. PLC
 46 Berkeley Square
 London W1J 5AT

 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
 INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
 STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
 ADMISSION OF ITS SECURITIES:
 The admission document containing full details about the applicant and the
 admission of its securities is available from Fairfax I.S. plc, 46 Berkeley
 Square, London W1J 5AT.

 DATE OF NOTIFICATION:
 11 December 2008

 NEW/ UPDATE:
 New



This information is provided by RNS
The company news service from the London Stock Exchange
 
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