EVOL Evolve Capital

 

TIDMEVOL TIDMBLUE TIDMWHI 
 
RNS Number : 0966O 
Evolve Capital PLC 
02 March 2009 
 

EVOLVE CAPITAL PLC 
 
 
2 March 2009 
 
 
Possible offer by WH Ireland for Blue Oar 
 
 
Irrevocable undertaking to accept the offer by Evolve Capital plc 
 
 
 
 
 
 
WH Ireland Group plc ("WH Ireland") today announced the terms of a possible 
merger of WH Ireland and Blue Oar plc ("Blue Oar") to be effected either by way 
of a scheme of arrangement ("Scheme") or an offer ("Offer") by WH Ireland 
(together a "Possible Offer") for the entire issued share capital of Blue Oar. 
 
 
The terms of any Possible Offer will value each Blue Oar share at 9.66p based on 
a middle market closing price of WH Ireland on 27 February 2009 of 72.5p per 
share and is payable as to 1p in cash and 0.1194 shares in WH Ireland for every 
share in Blue Oar. 
 
 
Evolve has granted WH Ireland an irrevocable commitment to vote in favour of a 
Scheme or accept an Offer (as appropriate) in respect of its 64.9% holding in 
Blue Oar, subject principally to WH Ireland making an announcement of its firm 
intention to make the Possible Offer (by way of a Scheme or an Offer and in 
accordance with Rule 2.5 of The City Code on Takeovers and Mergers) by no later 
than noon on Monday 9 March 2009. 
 
 
In the offer document for Blue Oar dated 9 December 2008 Evolve undertook to 
seek its shareholders' consent to any disposal of Rowan Dartington & Co Limited 
("Rowan Dartington"), Blue Oar's retail stockbroking subsidiary. This 
undertaking was given regardless of any requirement on Evolve to seek such 
approval under the AIM Rules and thus, although the Possible Offer does not 
constitute a disposal of Rowan Dartington as such, Evolve's irrevocable 
undertaking in respect of the Possible Offer will be subject to Evolve's 
shareholders' approval. Accordingly, if the Possible Offer results in the Scheme 
being proposed or the making of the Offer, a circular will be sent to Evolve 
shareholders seeking their approval to the terms of the Scheme or Offer (as 
appropriate) and to the investment strategy of Evolve following completion of 
the transaction. 
 
 
Evolve acquired control of Blue Oar in order to reduce the cash losses being 
experienced by Blue Oar and to enhance the value it perceived particularly in 
Rowan Dartington. It took Evolve some weeks to obtain board representation at 
Blue Oar following the offer by Evolve for Blue Oar being declared 
unconditional. Since that time the new Blue Oar board have conducted and 
concluded a strategic review and have shared the results of that review with 
Evolve. 
 
 
As a consequence of that review Evolve has concluded that the interests of 
Evolve and its shareholders are best served by Blue Oar merging with WH Ireland 
to become a significant part of a larger group where the synergies, both 
operational and geographic, are clear and where efficiencies can be achieved by 
the enlarged business. Evolve also believes that the interests of Blue Oar 
employees and clients will be enhanced by completion of the proposed 
merger. 
 
 
 
Accordingly Evolve have negotiated, with Blue Oar, the terms of the Possible 
Offer and have granted the irrevocable undertaking to WH Ireland. Following the 
completion of the Possible Offer Evolve will own approximately 31.8% of WH 
Ireland's issued share capital and be its largest single shareholder. 
 
 
 
 
Enquiries: 
 
 
Evolve Capital plc 
Edward Vandyk 
Tel: 020 7937 4445 
www.evolvecapital.co.uk 
 
 
Fairfax I.S. plc 
Jeremy Porter 
020 7598 5368 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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