Adjournment of General Meeting
August 20 2010 - 10:20AM
UK Regulatory
TIDMEVOL
RNS Number : 4205R
Evolve Capital PLC
20 August 2010
20 August 2010
Evolve Capital plc
("Evolve" or the "Company")
Adjournment of General Meeting
The Board of Evolve (the "Board") announces that, in accordance with the
Company's Articles of Association, it is proposed that the general meeting of
the Company, which is to be held at the offices of Fasken Martineau LLP, 17
Hanover Square, London W1S 1HU at 10.00 am on 25 August 2010 (the "Original
General Meeting") be adjourned by the Chairman at the beginning of that meeting,
and be reconvened at a date and place to be determined by the board.
The Original General Meeting was called by the Company for the purpose of
seeking the approval of its shareholders to a Proposed Open Offer, Share Capital
Reorganisation and Waiver of Obligation under Rule 9 of the Takeover Code,
further details of which are contained in the announcement made by the Company
on 2 August 2010 and the circular which was posted to shareholders on the same
day (the "Circular").
Following the posting of the Circular, it has come to the attention of the Board
that, due to an oversight during the preparation of the Circular, the Notice of
General Meeting which appeared at the end of the Circular did not include the
necessary ordinary resolution to: (i) subdivide each existing share of 1 pence
in the share capital of the Company into one ordinary share of 0.1 pence and
nine deferred shares of 0.1 pence each; and (ii) to divide each unissued
ordinary share of 1 pence each in the capital of the Company to 10 ordinary
shares of 0.1 pence each (the "Reorganisation Resolution"). It was always the
Board's intention that such a resolution be proposed as evidenced by the
proposal of Resolution 3 at the Original General Meeting to amend the Articles
of Association of the Company to set out the rights of the deferred shares.
However, withoutthis Reorganisation Resolution being included the Company cannot
proceed with the Share Capital Reorganisation, the Open Offer Shares could not
be subscribed for at 0.5 pence and neither would the Company be permitted to
issue shares at the same price pursuant to the conversion rights contained in
the Loan Notes.
In the circumstances, it is proposed that the Original General Meeting be
adjourned by the Chairman at the beginning of the Original General Meeting to
the same date and place as the Second General Meeting (as hereinafter defined)
and that the Board convene a second general meeting (the "Second General
Meeting") at which the Reorganisation Resolution will be proposed. A Notice of
General Meeting (the "Second Notice") will be posted to shareholders convening
the Second General Meeting. It is anticipated by the Board that the Second
Notice will be posted over the next few days and further announcements will be
made in that regard.
Proxies which were deposited for the resolutions to be proposed at the Original
General Meeting shall remain valid for the adjourned Original General Meeting
and a new proxy card in relation to the Reorganisation Resolution will also be
dispatched to shareholders along with the Second Notice.
Acceptances received from shareholders to subscribe for Open Offer Shares under
the Open Offer remain valid.The latest time for applications under the Open
Offer to be received remains 11.00 a.m. on 24 August 2010. However, Admission of
the Open Offer Shares to trading on AIM will now not become effective until
after the passing of the resolutions at the adjourned Original General Meeting
and the Second General Meeting. Further information in respect of settlement and
dealings in the Open Offer Shares will be announced at the appropriate time.
All defined terms used in this announcement shall have the meaning given to them
in the Circular unless otherwise defined herein.
For further information please contact:
+---------------------------------------------+----------------------+
| Evolve Capital plc | |
| Oliver Cooke | Tel: 020 7937 4445 |
| | |
+---------------------------------------------+----------------------+
| Allenby Capital Limited | |
| Nick Naylor | Tel: 020 3328 5656 |
| Nick Athanas | |
+---------------------------------------------+----------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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