Offer for Blue Oar PLC closed
January 14 2009 - 2:00AM
UK Regulatory
TIDMEVOL TIDMBLUE
RNS Number : 5935L
Evolve Capital PLC
14 January 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, REPUBLIC OF
SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS
14 January 2009
Evolve Capital PLC
Closing of Offer for Blue Oar PLC and MBO proposal
On 29 December 2008, Evolve Capital PLC ("Evolve") declared the Offer (the
"Offer") to acquire the entire issued, and to be issued, share capital of Blue
Oar PLC ("Blue Oar") unconditional and extended it until 1pm on 13 January 2009.
The Offer has closed and is no longer open for acceptance.
MBO proposal
Evolve has received a proposal for a possible Management Buy-Out of the
following subsidiaries of Blue Oar: Blue Oar Securities PLC, Astaire & Partners
Limited and Blue Oar Asset Management LLP ("MBO"). Under this proposal certain
Blue Oar employees, directors and ex-directors who are Blue Oar Shareholders
would offer their existing Blue Oar Shares for cancellation as part of any MBO
proposal.
Following certain changes to the Blue Oar Board yesterday, the reconstituted
Blue Oar Board is now able to commence its strategic review of the Blue Oar
group, assess any MBO proposal on an informed basis and properly consider any
alternatives.
Level of Acceptances
As at 1.00pm (London time) on 13 January 2009, Evolve had received valid
acceptances in respect of 108,728,280 Blue Oar Shares representing 65.3 per
cent. of the current issued share capital of Blue Oar. In addition certain
incomplete acceptances have been received prior to the closing of the Offer in
respect of 190,725 Blue Oar Shares, which Evolve has the discretion to deem to
be valid.
Issue of New Evolve Shares and Admission to trading on AIM
18,949,748 New Evolve Shares have been allotted to Blue Oar Shareholders in
respect of valid acceptances received between 3.00pm on 5 January 2009 and
1.00pm on 13 January 2009.
There are now 157,696,372 Evolve Shares of 1p each in issue with ISIN
GB00B29WXB29.
Application has been made for the admission of the New Evolve Shares allotted
today to trading on AIM and dealings are expected to commence on 15 January
2009.
Blue Oar Option Schemes
On 8 January 2009, Evolve made a proposal to the grantees of awards pursuant to
the Blue Oar 2006 Unapproved Share Incentive Plan who had options which were
capable of being exercised. The proposal, which is comparable to the Offer as
required by Rule 15 of the Takeover Code, is open for acceptance until 1.00pm on
29 January 2009.
Interests in Relevant Securities
The tables below show the interests of certain persons (who are deemed to be
acting in concert with each other in relation to Evolve) in Evolve. These
persons, who are referred to as the "Concert Party" in the circular convening
the General Meeting of Evolve will, as a result of the Offer collectively hold
over 30% of the issued share capital of Evolve. However, following the passing
(on a poll) of a resolution at the Evolve General Meeting by independent Evolve
Shareholders and the consent of the Takeover Panel, any obligation for the
Concert Party to make a mandatory cash offer for Evolve has been waived.
The interests of the Concert Party in Evolve Shares following the allotment of
New Evolve Shares as consideration pursuant to the Offer and percentage
interests in Evolve's enlarged issued share capital are shown in the table
below. Their percentage interests may change as a result of the issue of
further New Evolve Shares pursuant to the proposal made to the grantees of
certain awards pursuant to the Blue Oar 2006 Unapproved Share Incentive Plan and
any exercise of Evolve's discretion to deem certain incomplete acceptances to be
valid.
+---------------------------------------------+------------+------------+
| Party | Evolve | % of |
| | Shares | Evolve |
| | | Shares in |
| | | issue |
+---------------------------------------------+------------+------------+
| Mr and Mrs Edward Vandyk (including their | 12,156,451 | 7.71% |
| pension funds) | | |
+---------------------------------------------+------------+------------+
| Thomas Vandyk | 199,304 | 0.13% |
+---------------------------------------------+------------+------------+
| Anoushka Vandyk | 176,527 | 0.11% |
+---------------------------------------------+------------+------------+
| William Vandyk | 612,342 | 0.39% |
+---------------------------------------------+------------+------------+
| Oliver Vaughan | 13,266,858 | 8.41% |
+---------------------------------------------+------------+------------+
| Thomas Vaughan | 4,708,694 | 2.99% |
+---------------------------------------------+------------+------------+
| Jamie Vaughan (held through Kimono | 6,936,358 | 4.40% |
| Investment Holdings Ltd) | | |
+---------------------------------------------+------------+------------+
| Jeremy Vaughan (held through Kimono | 6,936,357 | 4.40% |
| Investment Holdings Ltd) | | |
+---------------------------------------------+------------+------------+
| David Snow | 1,346,250 | 0.85% |
+---------------------------------------------+------------+------------+
| Oliver Cairns (including Weighbridge Trust) | 1,326,045 | 0.84% |
+---------------------------------------------+------------+------------+
| William Cairns | 3,000,000 | 1.90% |
+---------------------------------------------+------------+------------+
| Mr and Mrs Barrie Newton | 9,815,398 | 6.22% |
+---------------------------------------------+------------+------------+
| Simon Wharmby | 1,696,375 | 1.08% |
+---------------------------------------------+------------+------------+
| Albany Capital PLC | 5,637,500 | 3.57% |
+---------------------------------------------+------------+------------+
| Westminster Enterprises Limited | 5,945,000 | 3.77% |
+---------------------------------------------+------------+------------+
| Total | 73,759,459 | 46.77% |
+---------------------------------------------+------------+------------+
The following persons who are deemed to be acting in concert with Evolve have a
right to subscribe for Blue Oar Shares as a result of having been granted
options under the Blue Oar Option Schemes as follows:
Number Exerciseprice
Oliver Cairns* 100,000
19p
Oliver Cairns 175,000
25p
Oliver Cairns 100,000
30p
William Vandyk** 117,000
0p
William Vandyk 150,000
19p
William Vandyk 150,000
25p
William Vandyk 10,000
25p
* Granted on 27 March 2008 (ie during the disclosure period).
** 39,000 exercisable when the Blue Oar share price rises to 37.5p and
78,000 exercisable when the Blue
Oar share price rises to 50p
The acceptances referred to above include acceptances received in respect of
22,531,000 Blue Oar Shares (representing approximately 13.5 per cent. of the
current issued share capital of Blue Oar) which are subject to irrevocable
undertakings which were signed by Blue Oar shareholders who are deemed to be
acting in concert with Evolve before the commencement of the offer period; and
acceptances received in respect of 30,317,256 Blue Oar Shares (representing
approximately 18.20 per cent. of the current issued share capital of Blue Oar)
which have been received from persons acting in concert with Evolve before the
commencement of the offer period, other than those who also signed irrevocable
undertakings to accept the Offer.
Save as disclosed, neither Evolve nor any person acting in concert with it, so
far as Evolve is aware, is interested in or has a right to subscribe for
securities in Blue Oar.
Enquiries:
+--------------------------------------+---------------------------------+
| Evolve Capital PLC | Tel: 020 7937 4445 |
| Edward Vandyk | www.evolvecapital.co.uk |
| | |
+--------------------------------------+---------------------------------+
| Fairfax I.S. PLC | Tel: 020 7598 5368 |
| David Floyd, Adam Hart and Jeremy | |
| Porter | |
| | |
+--------------------------------------+---------------------------------+
| Maitland | Tel: 020 7379 5151 |
| Neil Bennett and George Hudson | |
| | |
+--------------------------------------+---------------------------------+
Further Information
Unless otherwise defined in this announcement, capitalised words and phrases
used herein have the same meanings given to them in the document dated 9
December 2008 containing the Offer (the "Offer Document").
Fairfax I.S. PLC is acting for Evolve and no-one else in connection with the
Offer and will not be responsible to anyone other than Evolve for providing the
protections afforded to clients of Fairfax or for providing advice in relation
to the Offer.
This announcement does not constitute an offer to sell or the solicitation of an
offer to buy any securities.
This is an advertisement and not an Admission Document and Blue Oar Shareholders
should not subscribe for New Evolve Shares pursuant to an acceptance of the
Offer, except on the basis of information in the Admission Document published by
Evolve on 9 December 2008 in connection with the Offer. Copies of the Admission
Document are available to Blue Oar Shareholders from (i) Evolve's registered
office at 223a Kensington High Street, London W8 6SG; and (ii) Share Registrars
Limited, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL;
and (iv) in electronic form on Evolve's website at www.
The persons responsible for this announcement are the Evolve Directors. To the
best of the knowledge and belief of the Evolve 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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