Issue of Equity to Blue Oar optionholders
January 29 2009 - 10:51AM
UK Regulatory
TIDMEVOL TIDMBLUE
RNS Number : 4829M
Evolve Capital PLC
29 January 2009
Evolve Capital PLC
Issue of equity to holders of Blue Oar PLC options
For immediate release
29 January 2009
The Board of Evolve Capital PLC ("Evolve") announces that following acceptance
of proposals made to certain holders of options awarded under the Blue Oar
Option Schemes, 151,187 new Evolve Shares have been allotted. The proposals made
to optionholders expired at 1pm today and are no longer open for acceptance.
Evolve made an offer for the whole of the issued and to be issued share capital
of Blue Oar PLC ("Blue Oar"), which closed on 13 January 2009. Evolve reserved
the right to treat certain incomplete acceptances, which were received prior to
the closing of the Offer in respect of 190,725 Blue Oar Shares, as valid. Since
13 January 2009 certificates or other missing documents have been received in
respect of certain of these acceptances resulting in the allotment of 9,085 new
Evolve Shares today.
There are now 157,856,640 Evolve Shares of 1p each in issue with ISIN
GB00B29WXB29.
Application has been made for the admission of 9,085 the New Evolve Shares
allotted today pursuant to the Offer to trading on AIM and dealings are expected
to commence today and Application will be made for the admission of 151,187 New
Evolve Shares allotted today pursuant to the proposal to Blue Oar optionholders
to trading on AIM and dealings are expected to commence on 4 February 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. As a result
of the Offer these persons, who are referred to as the "Concert Party" in the
circular dated 9 December 2008 convening the General Meeting of Evolve,
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 increase, without any mandatory cash offer
being required pursuant to Rule 9 of the City Code on Takeovers and Mergers, in
the event of Evolve exercising its powers to buy in and cancel its own shares.
+---------------------------------------------+------------+------------+
| Party | Evolve | % of |
| | Shares | Evolve |
| | | Shares in |
| | | issue |
+---------------------------------------------+------------+------------+
| Mr and Mrs Edward Vandyk (including their | 12,156,451 | 7.70% |
| 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 | 8.40% |
+---------------------------------------------+------------+------------+
| Thomas Vaughan | 4,708,694 | 2.98% |
+---------------------------------------------+------------+------------+
| Jamie Vaughan (held through Kimono | 6,936,358 | 4.39% |
| Investment Holdings Ltd) | | |
+---------------------------------------------+------------+------------+
| Jeremy Vaughan (held through Kimono | 6,936,357 | 4.39% |
| 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 | 6.21% |
+---------------------------------------------+------------+------------+
| Simon Wharmby | 1,696,375 | 1.07% |
+---------------------------------------------+------------+------------+
| Albany Capital PLC | 5,637,500 | 3.57% |
+---------------------------------------------+------------+------------+
| Westminster Enterprises Limited | 5,945,000 | 3.76% |
+---------------------------------------------+------------+------------+
| Total | 73,759,459 | 46.70% |
+---------------------------------------------+------------+------------+
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 (the "Offer
Document") dated 9 December 2008 containing the offer by Evolve for Blue Oar plc
(the "Offer").
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.
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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