EVOL Evolve Capital

 

TIDMEVOL 
 
RNS Number : 5248S 
Evolve Capital PLC 
10 September 2010 
 

                                                              10 September 2010 
                               Evolve Capital plc 
                          ("Evolve" or the "Company") 
 
                          Requisitioned General Meeting 
 
The Company announced on 24 August 2010 that on 23 August 2010 the directors of 
the Company (the "Directors") received a requisition (the "Requisition") from 
GHC Nominees Limited and Oliver Cairns (together the "Requisitioners"), both 
registered as shareholders of the Company and together holding or representing 
more than 5 per cent of the issued share capital of the Company at the time the 
Requisition was made. The Requisition requires the Board to call a general 
meeting (the "Requisitioned General Meeting") for the purpose of proposing the 
ordinary resolution set out below (the "Requisitioned Resolution"). Following 
the issue of ordinary shares pursuant to the open offer of the Company announced 
on 2 August 2010 (the "Open Offer") the aggregate holding of ordinary shares of 
the Requisitioners now amounts to 3.65 per cent of the enlarged issued share 
capital of the Company (being 283,356,099 ordinary shares). 
 
The Requisitioned Resolution is: 
 
"That Oliver Vaughan be removed as a director of the Company with immediate 
effect." 
 
In accordance with the provisions of section 303 of the Companies Act 2006 (as 
amended) the Board is required to call a general meeting if it receives a 
request from one or more shareholders representing at least 5 per cent of the 
paid up capital of the Company which carries 5 per cent or more of the voting 
rights at general meetings at the time the request is made. 
 
The requisitions received from the Requisitioners adhere to the Companies Act 
2006 (as amended) and the Company has therefore today posted to shareholders of 
Evolve a notice of the Requisitioned General Meeting, which has been convened at 
the offices of Fasken Martineau LLP, Fourth Floor, 17 Hanover Square, London W1S 
1HU at 4.00 p.m. on 28 September 2010, at which the Requisitioned Resolution 
will be proposed. A copy of the Circular is also available to view at the 
Company's website, www.evolvecapital.com. 
 
Response 
 
Following receipt of the Requisition the Board, whilst it and its advisers 
believe that appropriate communication has always been made with shareholders, 
regrets that certain shareholders feel that there has not been comprehensive 
enough communication and will do its best to address these concerns in the 
future. To this end it is the intention of the Board to carry out a strategic 
review of the Company'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. 
 
The Independent Directors (being the Directors other than Oliver Vaughan) have 
considered the Requisitioned Resolution and consider that, in light of the 
intention of the Board to improve communications with shareholders and also the 
encouraging level of support provided by shareholders for the Open Offer, it 
would not be appropriate to pass the Requisitioned Resolution. They consider Mr. 
Vaughan to be a valuable member of the Board and continue to have full 
confidence in him. 
 
Oliver Vaughan has taken no part in the discussions surrounding the 
Requisitioned Resolution. 
 
Action to be taken 
 
Shareholders, whether or not they propose to attend the Requisitioned General 
Meeting in person, are requested to complete, sign and return a form of proxy, 
in accordance with the instructions printed thereon, so as to be received by the 
Company's registrars, Share Registrars Limited, Proxy Department, Suite E, First 
Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL as soon as possible and, in 
any event, by not later than 4.00 p.m. on 26 September 2010. Completion and 
return of a form of proxy will not preclude shareholders from attending and 
voting at the Requisitioned General Meeting in person if they wish to do so. 
 
Recommendation 
 
The Independent Directors consider that the Requisitioned Resolution is not in 
the best interests of the Company and its shareholders and therefore, recommend 
that shareholders vote against the Requisitioned Resolution to be proposed at 
the Requisitioned General Meeting. Oliver Vaughan has taken no part in the 
discussions surrounding the Requisitioned Resolution). 
 
The Directors (including Oliver Vaughan) will be voting against the 
Requisitioned Resolution to be proposed at the Requisitioned General Meeting in 
respect of their own beneficial holdings of 41,295,607 ordinary shares 
(representing in aggregate approximately 14.57 per cent. of the issued share 
capital of the Company at the date of this document which, following the 
completion of the Open Offer, amounts to 283,356,099 ordinary shares). 
 
 
For further information please contact: 
 
+---------------------------------------------+----------------------+ 
| Evolve Capital plc                          |                      | 
| Oliver Vaughan, Chairman                    | 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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