TIDMEVOL 
 
RNS Number : 9864V 
Evolve Capital PLC 
21 July 2009 
 

21 July 2009 
 
 
Evolve Capital PLC ("Evolve" or the "Company") 
 
 
Proposed Acquisition of PLUS Advisory and Broking Business 
 
 
Evolve announces that on 20 July 2009 it signed heads of agreement relating to 
the proposed acquisition, subject to contract, (the "Proposed Acquisition") of 
Whim Gully Capital LLP ("WGC"), which is an FSA authorised firm and a PLUS 
corporate adviser and broker. The Proposed Acquisition is in conjunction with, 
and will be conditional upon, inter alia, the proposed acquisition by WGC of the 
business and assets of St Helen's Capital PLC ("St Helen's Capital"), which is 
an AIM quoted institutional stockbroker and corporate finance adviser focused on 
PLUS and AIM companies in the small cap sector. 
 
 
St Helen's Capital has today announced that it has signed heads of agreement 
relating to the proposed sale, subject to contract, of its business and 
associated assets (the "St Helen's Disposal") to WGC for a cash consideration of 
GBP250,000. 
 
 
WGC is owned by Edward Vandyk, his wife, Oliver Vaughan and Oliver Cooke. Edward 
Vandyk and Oliver Vaughan are directors of Evolve Capital plc ("Evolve") and its 
57% owned subsidiary Astaire Group plc ("Astaire"). WGC has entered into heads 
of agreement with Evolve ("WGC Heads") whereby Evolve will have a three month 
period of exclusivity to negotiate, agree and enter into legally binding 
documentation in respect of the Proposed Acquisition. The parties have agreed to 
use their reasonable endeavours, subject to terms and documentation being 
agreed, to complete the Proposed Acquisition within the next three months.  The 
Proposed Acquisition will be conditional, inter alia, on the benefit of the 
warranties and indemnities contained in the sale and purchase agreement relating 
to the St Helen's Disposal being assigned to Evolve. No specific terms in 
relation to the proposed acquisition of WGC by Evolve are contained in the WGC 
Heads and such terms, if agreed, will be determined by the independent directors 
of Evolve in conjunction with Evolve's advisers and will constitute a related 
party transaction under the AIM Rules for Companies. It is also probable that if 
the Proposed Acquisition proceeds it will require the approval of Evolve's 
shareholders pursuant to section 190 of the Companies Act 2006 in which case, a 
circular containing further information about the Proposed Acquisition and 
convening a General Meeting of Evolve to approve the Proposed Acquisition will 
be sent to shareholders. 
 
 
It is envisaged that Evolve may thus acquire an enlarged PLUS advisory business 
which, when the St Helen's Capital and WGC existing PLUS quoted clients are 
combined, will have over 25 PLUS quoted clients and be a significant participant 
in the PLUS quoted market. It is envisaged that the PLUS advisory business 
acquired would trade under the St Helen's name. At the time of its flotation on 
AIM in December 2007 Evolve stated its intention to focus on the PLUS quoted 
market and which it has continued to pursue since its reverse takeover of 
Astaire in December 2008. 
 
 
The St Helen's Capital heads of agreement provide that the St Helen's Disposal 
is subject, inter alia, to completion by WGC of its due diligence exercise and 
the execution of a definitive sale and purchase agreement ("Sale Agreement"). 
The heads of agreement provide a period of 3 months' exclusivity to WGC. 
 
 
The St Helen's Disposal will result in a fundamental change to the business of 
St Helen's Capital and would therefore be subject to the approval of its 
shareholders. Accordingly, as soon as reasonably practicable following the 
signing of the Sale Agreement, a circular containing further information about 
the St Helen's Disposal and convening a General Meeting of St Helen's Capital to 
approve the St Helen's Disposal will be sent to its shareholders. 
 
 
 
 
Enquiries: 
 
 
Evolve Capital PLC / Whim Gully Capital LLP 
 020 7448 4400 
Edward Vandyk 
 
 
Fairfax I.S. PLC (Nominated Adviser to Evolve Capital PLC)                  020 
7598 5368 
Adam Hart and Jeremy Porter 
 
 
Maitland (Financial PR to Evolve Capital PLC) 
     020 7379 5151 
Neil Bennett and George Hudson 
 
 
St Helen's Capital Plc 
                   020 7628 5582 
Mark Warde-Norbury 
 
 
Strand Partners Limited (Nominated Adviser to St Helen's Capital PLC) 020 7409 
3490 
James Harris 
 
 
St Brides Media & Finance Ltd (Financial PR to St Helen's Capital PLC) 020 7236 
1177 
Susie Callear 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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