RNS Number : 3643K
Blue Oar PLC
18 December 2008
18 December 2008
Blue Oar Plc
("Blue Oar" or "the Company")
Posting of Offeree Circular
Trading Update
Blue Oar strongly recommends Shareholders
ignore Evolve's derisory offer
The Board of Blue Oar plc, the investment bank and stockbroker, has today written to Shareholders unanimously recommending them to
ignore the unsolicited and hostile offer ("the Offer") announced by Evolve Capital plc ("Evolve") on 8 December 2008 and made in an offer
document dated 9 December 2008.
The Blue Oar Board unanimously rejects Evolve's derisory, opportunistic and wholly inadequate Offer which substantially undervalues Blue
Oar. The Circular posted today to shareholders sets out the reasons for rejecting the offer and in particular highlights the following:
� Shareholders are not being offered any cash, only illiquid shares
� The Offer is worth just 7.2p* per Blue Oar Share, a 24.2% discount to the Blue Oar bid price, undervaluing Blue Oar significantly
� Evolve has a market capitalisation of less than �5 million and had no turnover at the date of its last published accounts
� Evolve directors Oliver Vaughan and David Snow resigned from the Blue Oar Board on Friday 5 December 2008 and the Evolve Offer was
announced on Monday 8 December 2008
� Evolve*s stated strategy for Blue Oar lacks rationale
� Blue Oar has a new Board and a strong management team built over the last 18 months
� Certain employees have provided clear feedback supporting the Board.
The Circular also includes a trading update, the main highlights of which are:
� Blue Oar is performing well in challenging market conditions whilst managing its cost base to drive operational efficiency
� Since publication of Blue Oar*s interim results in September, trading has performed in line with management expectations despite a
deterioration in market conditions
� Blue Oar Securities has had a strong end to the year in secondary trading commissions
� Blue Oar is conserving cash carefully, contrary to Evolve*s statements, and the majority of the decrease in cash in the first half
was due to one-off payments which will not recur in 2009
� Blue Oar expects to provide a full update to shareholders in early January 2009 following the end of its current financial year.
___________
* Based on the bid price of each Evolve Share of 7p and the bid price of each Blue Oar Share of 9.5p, in each case as at 17 December 2008
Gavin Casey, Chairman of Blue Oar, commented:
"We urge shareholders to ignore the Offer. It is an unwelcome distraction and a waste of shareholder money. It is a transparent attempt
to get Blue Oar shares on the cheap.
"A hostile offer for what is a people business is not in the best interests of shareholders: we would urge them to read the clear
feedback given by certain employees regarding the Offer."
Each of the Blue Oar directors has irrevocably undertaken not to accept the Offer in respect of their own beneficial holdings of Blue
Oar Shares, amounting to, in aggregate, 17,140,445 Blue Oar Shares, representing approximately 10.28% of Blue Oar's current issued share
capital.
For further information please contact:
Andrew Monk 020 7448 4400
Blue Oar Plc www.blueoar.co.uk
James Britton/Nicholas Marren 020 7418 8900
KBC Peel Hunt Ltd(Financial Adviser and Nominated Adviser to Blue Oar)
Reg Hoare/Andrew Wilde/Rebecca Whitehead 020 7360 4900
Smithfield(PR advisers to Blue Oar)
Notes to editors:
Blue Oar plc has the following trading
divisions:
Blue Oar Securities: Institutional stockbroking and corporate finance.
Blue Oar Asset Management: Wholesale asset management.
Inteq: Australian advisory investment boutique.
Rowan Dartington: Wealth management and private clients.*
Astaire: International trading.
*Rowan Dartington has offices in Bath, Bristol, Chichester, Hereford, London, Redruth, Stroud, Taunton and Weston-super-Mare.
The following information is an excerpt from the circular to Shareholders (the "Circular") posted today. Copies of the Circular can be
obtained upon request from the Company Secretary, Blue Oar plc, 30 Old Broad Street, London, EC2N 1HT and will also be available for
download from www.blueoar.co.uk. Definitions used in the Circular apply in this announcement unless the context otherwise requires.
Dear Shareholder
1. Introduction
On 8 December 2008, Evolve announced an unsolicited and hostile bid. Your Board rejected this Offer. It is an unwelcome distraction and a
waste of shareholder money. The Offer is a transparent attempt to get your shares cheaply.
This letter sets out why your Board unanimously recommends that Shareholders ignore this opportunistic and wholly inadequate approach.
2. Evolve*s Offer undervalues Blue Oar
Evolve has limited cash * and it wants yours!
� As at 30 June 2008, Evolve had only �2.6m of cash, compared with Blue Oar*s �16.4m
� Evolve has only 4 investments and its shares are illiquid
� Evolve has announced bid costs of almost �1m, this represents approximately 40% of the cash that Evolve had as at 30 June 2008
� Blue Oar had �16.4m of cash at 30 June 2008 * approximately 9.8p per share
� At the bid price, Evolve*s Offer ascribes negative value to Blue Oar*s business operations!
� An update on the cash position of Blue Oar will be provided in early January 2009
Evolve claims that its Offer is worth 10.7625p, BUT IT*S NOT
� The Offer is worth only 7.2p* per Blue Oar Share
� Evolve is not offering any cash, just illiquid shares in a company with a market capitalisation of less than �5m
� Evolve had no turnover in the 7 months to 30 June 2008 and there is no audited financial information available
� If successful, Blue Oar businesses would represent all of the turnover of Evolve after the Offer * Blue Oar Shareholders would be
giving up 100% of Blue Oar but would be diluted down to 78.7% if Evolve acquires the whole of your Company
Evolve*s Offer is based on its closing mid price of 10.5p as of 5 December 2008
� No Evolve Shares have traded above 10p since May 2008 * the current Evolve bid price is 7p
� Prior to the Offer, Evolve Shares had traded only 6 times this year
� Evolve*s share price rose briefly to a mid-price of 10.5p during the month before the Offer, then fell back to 7.5p
� The Evolve bid price remains 7p (as at 17 December 2008) * at this price the Offer equates to 7.2p per Blue Oar Share - a discount
of 24.2% to the current Blue Oar bid price of 9.5p
The Offer is an opportunistic attempt to get your shares at a bargain price
� Blue Oar has NOT underperformed its peers * the whole sector has been impacted by the global economic crisis
� Don*t let Evolve purchase your shares before you have had the opportunity to benefit from your Board*s clear strategy and any
market upturn
3. Your Board can see no commercial sense in the Offer
� No operational or commercial synergies have been identified
� Evolve was established to invest in Pre-IPO businesses * to date it has made four investments in unrelated industries. Why is it
bidding for Blue Oar?
� Evolve has given no assurances that Blue Oar cash will not subsidise Evolve*s existing investments
___________
* Based on the bid price of each Evolve Share as at 17 December 2008 of 7p per share
Evolve point We say
Cash resources * Your Board is actively managing the cash
position and has put in place a number of
measures to improve cash flow and operational
efficiencies
* As reported in the Interim Statement, most of
the decrease in cash for the first half of the
year was due to one-off payments, which will not
be repeated in 2009
* Evolve Directors have given no detailed
indications of how they would manage cashflow
should the Offer be successful
Business units - strategic * The Board continues to consider all strategic
options options for Blue Oar but will only progress any
suitable opportunities at a time that maximises
value for all Shareholders
Rowan Dartington * The Board recognises the strength and
capabilities of the Rowan Dartington business.
However, we also believe that other divisions of
your Company, including the growing presence of
Blue Oar Securities in the UK stockbroking
industry will generate value for Shareholders in
the medium term
Blue Oar Securities * Our revenues have been substantially higher
than would otherwise have been the case due to
growth in our secondary equities business
* As a result our secondary commission business
at Blue Oar Securities is on course to hit the
target set by management at the start of the year
despite current market conditions
Effects of the Offer on * The Directors, having reviewed Evolve's plans
employees and places of for both Blue Oar's employees and its places of
business business, does not consider the Offer to be in
the best interests of employees. The Board
considers that a contraction in the scale of some
of Blue Oar's activities could lead to office
closures, as could potentially, redundancies,
which would not be in the interests of employees
Do not accept the Evolve Offer as it could seriously damage your wealth
4. Are the Evolve Directors competent to manage Blue Oar?
Edward Vandyk admits he lacks the skills or contacts necessary to manage Blue Oar. The Evolve Directors are not proposing to be involved in
day-to-day executive management, and there is no clarity as to who will assume these roles.
Two directors of Blue Oar, one the former Chairman, resigned on the business day before the announcement of the Evolve Offer, but remain on
the board of Evolve.
Certain Evolve Directors have been involved in a number of companies which have ceased to exist. EdwardVandyk and Oliver Vaughan have been
directors of an aggregate of 28 companies which have entered administrative receivership or which have been subject to insolvency
proceedings. Further information is provided in the Circular.
5. Blue Oar remains strong and robust
Blue Oar materially strengthened its business during 2007 and 2008. In a relatively short period of time, the management has built a
reputation for professionalism and quality service to our clients that has allowed us to:
� Recruit and retain a number of high calibre individuals who will be instrumental in driving our business forward
� Develop a broking business with a good reputation, and to grow its secondary commission business rapidly and significantly enhance
its corporate client list
� Establish and build a client list of premier institutional investors who both trade with Blue Oar Securities on a regular basis
and who reward us through the payment of cheques under commission sharing agreements
� Invest significantly in Rowan Dartington, improving the quality of staff, systems, service and products
� Support Inteq and allow it to benefit from being part of the Blue Oar Group
� Win our first FTSE 250 mid-cap corporate client, Marston*s PLC, with the potential to achieve a number of similar mandates
� Make a small number of bolt-on acquisitions, which have deepened our knowledge base and enhanced our offering to clients, and
where the price paid was minimal and sensible, such as Astaire
6. You have a strong and experienced management team
You have a united Board which is committed to the development of your Company and is free from conflicts of interest. The members of the
Board are as follows:
Gavin Casey (Chairman)
� Appointed Chairman following the abrupt departure of Oliver Vaughan
� Former Chief Executive of the London Stock Exchange
� Former Chief Operating Officer of Smith New Court
� Over 30 years experience working in the City of London
Andrew Monk (Chief Executive)
� Former joint Chief Executive and a founder of Oriel Securities, which he helped build into a leading UK broking business
� Previously at Smith New Court in London and New York, Schroder and Hoare Govett
� Over 24 years experience working in the City of London
Peter Joy (Finance Director)
� New Finance Director, promoted to the Board recently to strengthen the team having spent nearly 20 years as a Director of Blue Oar
subsidiary Astaire
� Previously at the asset management subsidiary of a large US bank, US and UK derivatives brokerage houses and was a director of the
trustee company for the Stock Exchange Centralised Pension Fund for several years
� Over 30 years experience working in the City of London
Mark Brumby (Executive Director)
� Strong new addition to the Board. Chartered Accountant having worked in corporate finance, research, sales and fund management
� A founder of Oriel Securities, which he helped build into a leading UK broking business
� Over 20 years experience working in the City of London
Gordon Lawson (Non-executive Director)
� Recently was a Senior Managing Director at Salomon Brothers in charge of their European Proprietary Trading Desk
� Founding partner of Pendragon Capital
� Over 30 years experience working in the City of London
It is our intention to appoint another independent non-executive Director to balance the Board.
We have a united Board which we believe is the most appropriate team to guide the business well through difficult market conditions.
7. Trading update
The turnaround of the Blue Oar Group is nearly complete. At Blue Oar Securities we are building our brand amongst both institutional and
potential corporate clients, and our commission sharing agreements are proving successful. Rowan Dartington continues to provide quality,
independent and personalised stockbroking services, and we are increasing our product range whilst controlling costs. Inteq, our Australian
operation, has worked hard to generate business in a tough market and plans to reduce costs are being implemented. Astaire continues to
trade profitably and has brought new skills to the Blue Oar Group such as bond and secondary market hedge fund sales. The initial
performance at Blue Oar Asset Management gives us grounds to be optimistic about the future.
Costs are being strictly controlled - in view of the economic environment the Board has implemented plans to increase efficiencies, which
are expected to save approximately �1m in costs annually without impacting revenues. Initiatives include:
� A restructuring of the Board
� The Bristol corporate finance operation has been closed
� Astaire, the agency stockbroker and private client discretionary fund manager we purchased in June 2008, has been moved into
our central office on Old Broad Street
� The dealing operations of Astaire, Blue Oar Securities and Rowan Dartington have been centralised
Contrary to Evolve*s statements, we are conserving cash carefully, but in line with all stock brokers it has proved difficult to generate
profits as we adjust to the new macroeconomic environment. As explained in our Interim Statement, cash has not fallen from �23m to �16m due
materially to underlying trading. The majority of that decrease in cash is due to one-off payments which will not recur in 2009.
We recognise that many Shareholders regard the dividend as an important part of their investment. The Board will continue to monitor the
appropriateness of paying dividends and will provide Shareholders with an update after the year-end.
Other options remain open to Blue Oar - The Board is actively exploring a number of strategic options, none of which is expected to reduce
our current cash position. The Board expects to make a further announcement in this regard in the new year. We remain confident that we
should be able to ride out the current financial downturn and emerge well-positioned to grow revenues and profitability. The Board is also
mindful that the industry in which it operates may consolidate and it will remain alive to such opportunities as may arise.
Since the publication of our Interim Statement, trading has performed in line with management expectations despite a deterioration in market
conditions, and in particular, Blue Oar Securities has had a strong end to the year in secondary trading commissions.
THE BOARD EXPECTS TO PROVIDE A FULL UPDATE TO SHAREHOLDERS IN EARLY JANUARY 2009 FOLLOWING THE END OF THE FINANCIAL YEAR.
8. Irrevocable undertakings and certain employees* view of the Offer
Blue Oar has obtained irrevocable undertakings from all members of the Board not to accept the Offer, in respect of Blue Oar Shares
amounting to approximately 10.28% of the existing Blue Oar share capital. Further details are set out in the Circular.
We draw your attention to the views of certain employees, set out in Appendix 1.
9. Conclusion
The Directors, who have been so advised by KBC, firmly believe that the Evolve Offer is opportunistic and wholly inadequate. In providing
advice to the Directors, KBC has taken into account the commercial assessments of the Directors.
10. Recommendation
The Board unanimously recommends Shareholders to IGNORE THE EVOLVE OFFER and not to return any Form of Acceptance.
Yours sincerely
Gavin Casey
Chairman
Appendix 1 - Opinions from Employees
Several Blue Oar employees asked management whether or not they could express their views on Evolve's Offer in a more formal manner.
Accordingly, employees were invited to submit their views to their representative departmental heads in strict confidence should they wish
to do so. A number of Blue Oar employees have provided opinions concerning the Offer pursuant to rule 30.2(b) of the City Code.
"On behalf of the London office of Rowan Dartington, I would like to express our support for you and the existing board in respect of
the proposed takeover of Blue Oar by Evolve." continues
"We believe that the investment of time and money that has gone into Rowan Dartington since you joined the group is starting to pay off
and we are confident that both the group as a whole and Rowan Dartington specifically are in far better shape now than when we joined in
October 2006, and are well placed to benefit from improved conditions as and when they return." Associate - Rowan Dartington
"I joined Blue Oar because I could see that it had an extremely competent and experienced management team which I believe have the
right strategy to succeed in today's markets." continues
"Over the last three months all the evidence has suggested that the strategy is working with many positive and encouraging comments
from our clients." continues
"Our strategy today is looking better than ever with the demise of the large investment banks and many of our smaller competitors
falling by the wayside." continues
"I think the Blue Oar business is likely to emerge from the current crisis as one of the winners and this. Because we have cash on our
balance sheet we can afford to take a longer term view and invest in the business today to reap the long term rewards." Equity Analyst -
Research
"As a director of Blue Oar subsidiary Astaire and Partners Ltd, I am totally against the takeover and will support the Blue Oar board in
its efforts to thwart this most unwanted approach." Director - Astaire and Partners
"As appealing as it may be to become the focus of the group and have Rowan Dartington float in its own right I find it very hard to
trust Edward Vandyk's offer." continues
"I would rather be part of a group which has Andrew (a CEO who has shown his worth in previous endeavours) and the former chairman [sic]
of the LSE at the helm than part of a group that has Edward Vandyk." Team Leader - Rowan Dartington
"I wish to express my support for Andrew Monk and the Board - their strategy and leadership is wholly appropriate to present and
perceived market conditions. I believe the takeover does not appreciate Group potential." Back Office - Rowan Dartington
"I would like to express my support for Andrew Monk and the board. I have full confidence in their vision for the company and their
ability to deliver that vision. I am concerned by the motives of the Evolve offer and don't believe that it is in the best interests of the
company." Back Office - Rowan Dartington
"I would like to show my support for Andrew Monk his direction and restructuring of Rowan Dartington and Blue Oar Plc, although this
transition has been tough, I believe it was necessary and will hold Rowan Dartington as well as the group in good stead over the forthcoming
year." Back Office - Rowan Dartington
"Two of our newest joiners (with many years of experience in the industry) have commented on the professionalism of the management and
the evidence (from market shares and client feedback) that the strategy of developing an institutional securities business is working.
Furthermore, it is more than ever likely to be a 'winner' with the demise of other brokers and chaos elsewhere in the industry." Equity
Analyst - Research
"A change of ownership will reduce ability to retain staff." Equity Analyst - Research
"I back Andrew Monk and the current board of Blue Oar PLC 100%. We have come a long way as an institutional business over the past 18
months and we should be very proud of what we have achieved. The competitive outlook for Blue Oar Securities into 2009 is highly promising
and irrespective of the market outlook I strongly believe that 2009 will be a formative and very successful year for the business. I
wholeheartedly reject this intrusion." Director - Sales & Trading
"I have worked [for] both the Corporate Synergy and the Blue Oar teams. The difference is clear with the current team, good people,
doing good business with good counterparties. A vacuum is being created in the FTSE 350 broking market place, with peers having weak balance
sheets; we have an incredible opportunity if we hold our nerve for the Corporate business (watch out for 2009 rights issues). In the mean
time, the commission side is advancing all the time. Material amounts of momentum have been generated. The medium term profit potential is
huge in UK Securities. The worst thing that can happen for business is uncertainty." Equity Salesman - Sales & Trading
"I joined Blue Oar Securities to continue working with Andrew Monk and Nick Redfern, both of whom understand how to grow a successful UK
equity broking operation." Equity Salesman - Sales & Trading
"Like many of my colleagues, I was shocked to learn of the hostile bid approach by Evolve for Blue Oar plc last week and although I am
not a shareholder, I wanted to offer my support to the Directors of Blue Oar plc." continues
"I joined Blue Oar Securities this year to work with Andrew Monk and Nick Redfern and to be part of and contribute to the impressive
team that they are building. This was done after some deliberation. The strategy that has been put in place is extremely compelling and the
momentum in the business is tangible as evidenced by the growing Institutional commissions and growing perception of Blue Oar Securities in
the eyes of the Institutions and its (potential) corporate clients. This is extremely impressive in this exceptionally difficult market
environment. The morale in the firm is excellent and this is down to the managers of the business who lead by example and to the commitment
of the team they have built. I believe it is a model that is thriving and will succeed in generating very interesting profits, particularly
when more favourable market conditions return. There is a real opportunity for Blue Oar Securities to take advantage of this building
position in a market place where UK investment banking competitors are falling over and lacking this direction and vision." continues
"I believe it would be a tragedy to see this emerging team of talented people broken up. Although I do not know the people involved at
Evolve, from what I read of their plans, they have fundamentally misunderstood the strength of the Blue Oar Securities business and I would
have no desire to be part of an environment under Evolve's control." Equity Salesman - Sales & Trading
"I fully support the strategy of the current management in building up the research, sales and secondary commissions strategy of Blue
Oar Securities. I believe that the current strategy is heavily supported by the increase in trading commissions, CSAs and positive
commentary from institutional clients - many of whom the company when I joined 13 months ago, would never even have spoken to us."
continues
"If the proposed offer goes through, I believe that the company will lose its best analysts and corporate financiers - whilst the market
may be more quiet than previously there are certainly jobs on offer." Equity Analyst - Research
"I joined Blue Oar last year. Having initially spoken to Andrew Monk, I was most impressed by his enthusiasm and vision for the future,
the reason why I joined the company." continues
"I am committed to working for a company that prides itself on quality and honesty." Director - Corporate
"Having worked under both management teams I can categorically say that shareholders should reject this approach from Evolve as I
believe greater shareholder value will be created by the current Board. Andrew Monk's work in developing a new revenue stream from trading
and sales commission has ensured that Blue Oar remains a stable business in these extremely difficult markets." Executive - Corporate
"Before the appointment of current management, the business was heavily dependent on IPOs of small companies on AIM. Management has
refocused Blue Oar away from the moribund IPO market, and this has increased the stability and resilience of the business." Executive -
Corporate
"I feel that Evolve's offer is likely to prove detrimental for the long term growth prospects of Blue Oar/Rowan Dartington and in
particular Andrew Monk's expansion plans. I cannot see how Evolve's offer can better our future." Rowan Dartington - Back Office
"I would like to record that I wish to back Andrew Monk and current management in the expansion of Blue Oar and Rowan Dartington. I
cannot see how the Evolve offer would benefit the firm and its employees." Executive - Rowan Dartington
"I wish to register my strongest objection to the opportunistic and unwelcome bid by Evolve for Blue Oar, and give my strongest support
to the existing management." Associate - Astaire and Partners
"The Astaire private client team and overseas desk do not support the takeover and we would have to review our position in the event
that it goes ahead. It is extremely unlikely that we would be part of the new Group in anything other than the short term." Associate -
Astaire and Partners
"I should like to offer you my total support and wish it to be on record that should this offer become unconditional, I shall be seeking
a new firm with which to become associated, permitted under the terms of my contract of employment, as I have absolutely no desire to work
for those connected with Evolve Capital plc. As a large earner of revenue within the firm, I would be happy for this to be made aware to
shareholders." Director - Astaire and Partners
Appendix 2 - Bases of Calculation and Sources of Information
1. General
Unless otherwise stated in this document, references to figures for financial years for Blue Oar have been extracted from annual reports
and accounts for the relevant period and the interim unaudited results for the six months ended 30 June 2008.
The Directors believe that Evolve's shares are illiquid and therefore consider that the most appropriate price to use is the Evolve bid
price when calculating the value of the Offer. Where referencing the Evolve bid price Directors have also used the Blue Oar bid price as a
comparative. The Evolve closing bid-ask price range as at the close of business on 17 December 2008, was 7p-12p.
2. Third Party Sources
The Company confirms that the information in this document obtained from third party sources has been correctly and fairly reproduced.
So far as the Company is aware and has been able to ascertain from information published by such third parties, no facts have been omitted
which would render the reproduced information inaccurate or misleading. The Company does not have access to the facts and assumptions
underlying the data extracted from publicly available sources. As a result, the Company is unable to verify such information any further.
3. Evolve Offer
Unless otherwise stated, information regarding the Evolve Offer is sourced from the Offer Document and other material made publicly
available by Evolve or any other person mentioned in the Offer Document.
4. Arithmetical Rounding
Percentages in certain sentences in this document have been rounded and are typically accurate to one or two decimal places. Certain
financial data has also been rounded. As a result of this rounding, the percentage totals of data presented in this document may vary
slightly from the actual arithmetic totals of such data.
5. Page references
The relevant bases and sources of information are provided below in the order in which the relevant information appears in this document
and by reference to page numbers of this document. Where such information is repeated in this document, the underlying sources and bases are
not repeated.
6. Page 4 * Ignore the Offer
� Evolve*s Offer value of 7.2p, based on the bid price of each Evolve Share as at 17 December 2008 of 7p, has been sourced
from Proquote.
� The 24.2% discount to the Blue Oar Share price is based on the Blue Oar bid price of 9.5p as at 17 December 2008, which has
been sourced from Proquote.
� Evolve*s market capitalisation of less than �5 million has been sourced from the closing mid share price of Evolve as at 17
December 2008 of 9.5p and the number of Evolve Shares in issue as at the date of the Offer, which was 46,250,002.
7. Page 5 * Chairman*s letter
Evolve*s Offer undervalues Blue Oar
� Evolve*s unsolicited Offer of 10.7625p has been sourced from the Offer Document.
� Evolve*s Offer value of 7.2p, based on the bid price of each Evolve Share as at 17 December 2008 of 7p, has been sourced from
Proquote.
� Evolve*s market capitalisation of less than �5 million has been sourced from the closing share price of Evolve as at 17
December 2008 of 9.5p and the number of Evolve Shares in issue as at the date of the Offer, which was 46,250,002.
� Evolve*s turnover analysis has been sourced from Evolve*s unaudited interim statement for the seven month period to 30 June
2008.
� The dilution of Blue Oar Shareholders* ownership in Blue Oar*s business to 78.7% is based on the Offer of 1,250 Blue Oar
Shares for every 1,000 Evolve Shares and the number of Evolve Shares in issue as at the date of the Offer, which was 46,250,002 and the
number of Blue Oar Shares in issue as at the date of the Offer, which was 166,550,031.
� Evolve*s share price performance and analysis has been sourced from Bloomberg and Proquote * December 2008.
� The 24.2% discount to the Blue Oar Share price is based on the Blue Oar bid price of 9.5p as at 17 December 2008, which has
been sourced from Proquote.
� Evolve*s cash balance of approximately �2.6m of cash, net assets of approximately �3.94m and number of investments have all
been sourced from Evolve*s unaudited interim statement for the seven month period to 30 June 2008.
� Evolves*s announced bid costs of almost �1 million (�974,000) is taken from page 29 of the Admission Document, which was
published on 9 December 2008.
� Blue Oar*s cash balance of �16.4m has been sourced from its Interim Statement for the six month period to 30 June 2008. The
cash balance per share is based on the number of Blue Oar Shares in issue as at the date of the Offer.
Appendix 3 - Definitions
"Admission Document" The document comprising an AIM admission
document and a document equivalent to a
prospectus under paragraph 1.2.2(2) of the
Prospectus Rules relating to Evolve which
accompanied the Offer Document
''AIM'' The market of that name operated by the
London Stock Exchange
"AIM Rules" The rules governing the admission to, and
operation of, AIM as set out in the AIM Rules
for Companies published by the London Stock
Exchange
"Australia" The Commonwealth of Australia, its states,
territories and possessions
"AUS$" The lawful currency of Australia
''Board'' or ''Directors'' The board of directors of the Company whose
names are set out in Part 1 of this document
"Blue Oar Group" Blue Oar and its subsidiary undertakings
and/or (where the context requires) any one
or more of them
"Blue Oar" or "Company" Blue Oar PLC
"Blue Oar Shares" Ordinary shares of 0.1 pence each in the
issued share capital of Blue Oar
"Canada" Canada, its possessions, provinces and
territories and all areas subject to its
jurisdiction or any political subdivision
thereof
"City Code" The City Code on Takeovers and Mergers
"CREST" The relevant system (as defined in the CREST
Regulations) in respect of which Euroclear is
the operator in accordance with which
securities may he held and transferred in
uncertificated form
"CREST member" A person who has been admitted by Euroclear
as a system member (as defined in the CREST
Regulations)
"CREST participant" A person who is, in relation to CREST, a
system participant (as defined in the CREST
Regulations)
"CREST Regulations" The Uncertificated Securities Regulations
2001 (SI 2001 No.3755)
"CREST sponsor" A CREST participant admitted to CREST as a
CREST sponsor
"CREST sponsored member" A CREST member admitted to CREST as a
sponsored member
"CSA" Commission sharing agreement
"EBITDA" Earnings before interest, tax, depreciation
and amortisation
"Euroclear" Euroclear UK and Ireland Limited
"Evolve" Evolve Capital Plc
"Evolve Consideration Shares" The Evolve Shares to be issued to
Shareholders as consideration under the Offer
"Evolve Directors" The directors of Evolve
"Evolve Group" Evolve and its subsidiaries and/or (where the
context requires) any one or more of them
"Evolve Shares" Ordinary shares of 1p each in the issued
capital of Evolve
"Form of Acceptance" The form of acceptance relating to the Offer
"FSA" The Financial Services Authority
"FSMA" The Financial Services and Markets Act 2000
(as amended)
"IFRS" International financial reporting standards
as adopted for use in the European Union
"Interim Statement" The interim statement of the Company
published in respect of the period ending 30
June 2008
"KBC" KBC Peel Hunt Ltd, financial advisers to Blue
Oar
"London Stock Exchange" London Stock Exchange PLC
"NAV" Net Asset Value
"Offer" or "Evolve Offer" The offer announced on 8 December 2008 by
Evolve for the whole of the issued and to be
issued share capital of Blue Oar on the terms
and subject to the conditions set out in the
Offer Document including, where the context
so requires, any subsequent revision,
variation, extension or renewal of such Offer
"Offer Document" The document setting out the terms of the
Offer
"Offer Period" The period commencing on 8 December 2008 and
ending on the later of the first closing date
of the Offer, the date the Offer lapses, or
the date on which the Offer becomes or is
declared unconditional as to acceptances
"Panel" or "Takeover Panel" The Panel on Takeovers and Mergers
"Pounds", "Pence", "�" and "p" The lawful currency of the United Kingdom
"Pre-IPO business" An unlisted company which has not made a
public offer of its securities
"Prospectus Rules" The rules made by the FSA pursuant to section
84(1) of FSMA for the purposes of Part VI of
FSMA
"Restricted Jurisdiction" The United States, Canada, Australia, Japan
or any other jurisdiction where the relevant
action made or does constitute a violation of
the securities laws of regulations or such
jurisdictions
"Rowan Dartington" Rowan Dartington & Company Limited
"Shareholders" Holders of Blue Oar Shares
"United Kingdom" or "UK" The United Kingdom of Great Britain and
Northern Ireland
"United States" or "US" The United States of America, its territories
and possessions, any states of the United
States and the District of Columbia.
The Blue Oar directors accept responsibility for the information contained in this announcement, except that the only responsibility
accepted by them in respect of the information contained in this announcement relating to the Evolve Group and the Evolve directors, which
has been compiled from published sources, is to ensure that such information has been correctly and fairly reproduced and presented. To the
best of the knowledge and belief of the Blue Oar directors (who have taken all reasonable care to ensure that such is the case) the
information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such
information.
Dealing Disclosure Requirements:
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the 'Code'), if any person is, or becomes, 'interested'
(directly or indirectly) in 1% or more of any class of 'relevant securities' of Evolve or the Company, all 'dealings' in any 'relevant
securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities')
must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction.
This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is
otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Evolve or the Company, they will be deemed
to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of Evolve or the Company by Evolve or the Company, or
by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London business day following
the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such
securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the
price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or
by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or
not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel.
Forward-looking statements:
This announcement, including information included or incorporated by reference in this document, contains *forward-looking statements*
concerning Blue Oar. These statements are based on the current expectations of the board of Blue Oar and are naturally subject to
uncertainty and changes in circumstances. Generally, the words *will*, *may*, *should*, *could*, *would*, *can*, *continue*, *opportunity*,
*believes*, *expects*, *intends*, *anticipates*, *estimates* or similar expression identify forward-looking statements. Forward-looking
statements involve risk and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking
statements. Some of these risks and uncertainties relate to factors that are beyond Blue Oar*s ability to control or estimate precisely,
such as future market conditions and the behaviours of other market participants. These include factors such as: local and global political
and economic conditions; significant price discounting by competitors; changes in customer habits and preferences; foreign exchange rate fluctuations and interest rate fluctuations (including those from any
potential credit rating decline); legal or regulatory developments and changes; the outcome of any litigation; the impact of any
acquisitions or similar transactions; competitive product and pricing pressures; success of business and operating initiatives; and changes
in the level of capital investment. Other unknown or unpredictable factors could cause actual results to differ materially from those in the
forward-looking statements. Given these risks and uncertainties, undue reliance should not be placed on forward-looking statements as a
prediction of actual results. Blue Oar assumes no obligation and does not intend to update these forward-looking statements whether as a
result of new information or otherwise, except as required pursuant to applicable law and regulation.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OREDGMMZMRVGRZG
Evolve Capital (LSE:EVOL)
Historical Stock Chart
From Jun 2024 to Jul 2024
Evolve Capital (LSE:EVOL)
Historical Stock Chart
From Jul 2023 to Jul 2024
