Result of Adjourned GM and Second GM
September 08 2010 - 7:00AM
UK Regulatory
TIDMEVOL
RNS Number : 3543S
Evolve Capital PLC
08 September 2010
?
08 September 2010
Evolve Capital plc
('Evolve' or the 'Company')
Result of adjourned General Meeting and Second General Meeting
Result of Open Offer
The Board of Evolve announces that all resolutions were duly passed at the
adjourned Original General Meeting and Second General Meeting, both of which
were held earlier today.
On 02 August 2010, Evolve announced that it was proposing to raise approximately
GBP1 million (before expenses) by way of an Open Offer to the Company's existing
Shareholders at 0.5 pence per Open Offer Share. The Company is raising funds
pursuant to the Open Offer to allow Evolve to have the ability to participate in
future fundraisings of the companies which they have already invested in, to
invest in new and interesting opportunities as they present themselves and to
cover the limited working capital requirements of the Company.
The Company has received and accepted valid applications from holders of
Existing Ordinary Shares for an aggregate of 104,869,864 Open Offer Shares
raising GBP524,349.32 (before expenses) for the Company. The valid acceptances
represent approximately 52.23% of the 200,797,014 Open Offer Shares available
under the Open Offer.
The Directors of Evolve have subscribed for the following numbers of Open Offer
Shares and will have the following interests in the Enlarged Share Capital of
Evolve following Admission:
+------------+------------+-------------+--------------+------------+
| | Number of | Number of | Number of | Percentage |
| | shares | shares | ordinary | of |
| | held prior | subscribed | 0.1p | Enlarged |
| | to Open | for under | shares | Share |
| | Offer | the Open | held on | Capital |
| | | Offer | Admission | held |
| | | | | following |
| | | | | Admission |
+------------+------------+-------------+--------------+------------+
| Oliver | 15,550,878 | 17,494,731* | 33,045,609 | 11.66% |
| Vaughan | | | | |
+------------+------------+-------------+--------------+------------+
| Michael | 2,000,000 | 2,250,000 | 4,250,000 | 1.50% |
| Jackson | | | | |
+------------+------------+-------------+--------------+------------+
| David Snow | 1,346,250 | 2,653,748** | 3,999,998*** | 1.41% |
+------------+------------+-------------+--------------+------------+
*206,181 of these shares have been subscribed for Oliver Vaughan's wife, Diana
Vaughan.
**1,233,279 of these shares have been subscribed for by David Snow through his
Self Invested Personal Pension, of which he is the beneficial owner.
***On Admission 1,233,279 of David Snow's beneficial holding of Ordinary Shares
in Evolve will be held through his Self Invested Personal Pension
As previously announced Kimono, an existing shareholder of the Company, has
undertaken to subscribe for an amount of Loan Notes equal to the shortfall of
Open Offer Shares subscribed for by shareholders under the Open Offer, thus
ensuring that the gross proceeds raised by the Company is GBP1,003,985. Kimono
will therefore subscribe for GBP479,635.75 of the Loan Notes pursuant to the
Proposals.
Amongst the resolutions passed at the adjourned General Meeting and the Second
General Meeting were the approval of the waiver of Rule 9 of the Takeover Code
in relation to the Concert Party and the approval of the Share Capital
Reorganisation. Following approval of the resolution in relation to the Share
Capital Reorganisation each Existing Ordinary Share will be divided into 1 New
Share of 0.1p and 9 Deferred Shares and every unissued Ordinary Share will be
divided into 10 New Shares.
Application has been made for the Enlarged Share Capital to be admitted to
trading on AIM and it is expected that Admission will take place on 09 September
2010. Following Admission the Company's issued share capital will be
283,356,099 ordinary shares of 0.1p each. This figure may be used by
shareholders in the Company as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change to their interest in, the share capital of the Company under the
Financial Services Authority's Disclosure and Transparency Rules.
All defined terms used in this announcement shall have the same meaning given to
them in the circulars posted to shareholders on 2 August 2010 and 23 August
2010, unless otherwise defined herein.
Following receipt of a requisition to convene a general meeting to remove a
director, the Board regrets that certain Shareholders feel that there has not
been comprehensive enough communication and will do its best to address these
concerns. To this end it is the intention of the Board to carry out a strategic
review of Evolve's investments and future strategy. The interims are due to be
announced by the end of September, at which time a detailed analysis of each of
Evolve's investments will be provided.
For further information please contact:
+---------------------------------------------+----------------------+
| Evolve Capital plc | |
| Oliver Vaughan, Chairman | Tel: 020 7937 4445 |
| | |
+---------------------------------------------+----------------------+
| Allenby Capital Limited (nominated adviser | |
| and broker) | Tel: 020 3328 5656 |
| Nick Naylor | |
| Nick Athanas | |
+---------------------------------------------+----------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
REGLLFEIAFITIII
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