Replacement Schedule One - Evolve Capital plc
December 11 2008 - 10:54AM
UK Regulatory
RNS Number : 9896J
AIM
11 December 2008
The following amendment has been made to the Schedule One announcement released on 11/12/08 at 15:21 under RNS number 9872J.
The Expected Admission Date should read Early January 2009 and not Early January 2008.
All other details remain unchanged.
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 2009 (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
END
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