TIDMEVOL
RNS Number : 8910T
Evolve Capital PLC
19 December 2012
Evolve Capital plc ("Evolve" or the "Company")
Proposed disposal of the business of St Helens Capital Partners
LLP and
proposed cancellation of admission to trading of the Company's
Ordinary shares on AIM
Introduction
The Company announces that subject to the approval of its
shareholders at a general meeting to be convened on 8 January 2013
(the "General Meeting"):
i. it intends to cancel the admission of the ordinary shares of
0.1p each in the capital of the Company (the "Ordinary Shares") to
trading on AIM, a market operated by the London Stock Exchange plc
("AIM") (the "Delisting"); and
ii. St Helens Capital Partners LLP, the Company's wholly owned
ISDX advisory business ("St Helens") has agreed, pursuant to an
asset sale agreement (the "the Asset Sale Agreement"), to transfer
its business to Peterhouse Corporate Finance Limited ("Peterhouse")
(the "Disposal").
The Company is sending a circular to its shareholders setting
out further details of the Delisting and the Disposal and the
implications for shareholders of the Company (the "Circular"). The
Circular will also contain a notice of the General Meeting to be
held at the offices of the Company's solicitors, Marriott Harrison,
Staple Court, 11 Staple Inn Buildings, London WC1V 7QH at 11.00
a.m. on 8 January 2013 at which the approval for the Delisting and
the Disposal will be sought.
In the event that Shareholders approve the Delisting it is
anticipated that trading in the Ordinary Shares on AIM will cease
at close of business on 21 January 2013 and that Delisting will
become effective at 7:00 a.m. on 22 January 2013.
The Board believes that the Delisting and the Disposal are in
the best interests of the Company and its shareholders as a
whole.
Delisting and Disposal
For some time the Board has considered that the most appropriate
way in which to deliver value to the Company's shareholders is to
undertake the orderly disposal of all the Group's investment
assets, a process which they anticipate will take some years to
achieve, and to return the proceeds to Shareholders by way of a
series of cash distributions.
With this objective in mind, the Board has assessed the
advantages and disadvantages of maintaining admission of the
Ordinary Shares to trading on AIM and of retaining its interests in
St Helens' advisory business. The Board has concluded that it is no
longer in the best interests of the Company or its Shareholders to
maintain the admission of its Ordinary Shares to trading on AIM or
to retain its interest in St Helens. In reaching this conclusion,
the Directors have been mindful of the costs associated with
continued admission of its Ordinary Shares on AIM (including
accounting, London Stock Exchange and nominated adviser costs) and
the adverse impact that these costs will have on the funds
available for eventual distribution to Shareholders. They have also
been mindful of the need to maintain critical mass within St
Helens' advisory business.
The Directors have considered various alternatives to the
Delisting as a way of providing value to Shareholders but, given
the continued cost of admission, and with the limited benefits to
the Company in terms of liquidity and access to capital envisaged
by the Board in the medium term, the Board has concluded that the
Delisting is the best course of action and is in the best interests
of the Shareholders.
Consistent with its focus on the investment objectives referred
to above St Helens, the Company's wholly owned ISDX advisory
business, has recently entered into the Asset Sale Agreement to
transfer its client contracts and its staff, but not its FSA
authorisations or any of its other assets and liabilities, to
Peterhouse. Completion of that agreement is conditional upon,
amongst other things, the consent of Shareholders being obtained in
a general meeting of the Company.
In consideration for the transfer pursuant to the Asset Sale
Agreement, Evolve will receive such number of shares in the share
capital of Peterhouse as shall equate to 9.9% of Peterhouse's
issued share capital, as enlarged by the share issue. These shares
will be retained by Evolve as one of its investment assets for the
time being. Following completion of the transaction the activities
of Evolve will be solely those of an investment company with the
risks attendant thereto. Peterhouse is a private company whose
business comprises an ISDX advisory business of a similar size to
that of St Helens, and an AIM broking business.
In both the previous and the current financial years the
turnover of St Helens has been adversely affected by difficult
trading conditions in the small cap sector and by the considerable
uncertainty attaching to the financial stability of PLUS Markets
Group plc, the owners of the PLUS-quoted market, prior to the sale
of the market to ICAP plc.
In the year to 31 December 2011 St Helens reported audited
turnover of GBP491,760 and an audited pre-tax loss of GBP105,600
(after amortisation/impairment provisions of GBP68,619). As at 31
December 2011 the audited net assets of St Helens were
GBP194,648.
The combination of St Helens advisory business with that of
Peterhouse will create the largest advisory business for companies
on, or seeking to join, the ISDX growth market, and when combined
with Peterhouse's AIM broking business creates a solid platform for
future growth.
Pursuant to AIM Rule 41, the Delisting can only be effected by
the Company after it has secured the consent of Shareholders in a
general meeting of the resolution to be put to that meeting being
passed by a requisite majority, being not less than 75 per cent. of
the votes cast by Shareholders (in person or by proxy). Also under
the AIM Rules, the Delisting can only take place after the expiry
of a period of twenty business days from the date on which
notification of the Delisting is given. In addition, a period of at
least five business days following the Shareholder approval of the
Delisting is required before the Delisting may be put into
effect.
The Company has notified the London Stock Exchange of the
proposed Delisting. If Shareholders duly approve resolution number
2 approving the Delisting, it is anticipated that the trading in
the Ordinary Shares on AIM will cease at close of business on 21
January 2013 with the Delisting taking effect at 7:00 a.m. on
Tuesday 22 January 2013.
Effect of the Delisting
The principal effect of the Delisting is that cancellation in
the trading of the Ordinary Shares on AIM will reduce the liquidity
and marketability of Shares. In addition, there would be no public
stock market on which Shareholders could trade their Ordinary
Shares and the Company would no longer be required to comply with
the AIM Rules.
Upon the Delisting becoming effective, Allenby Capital Limited
will cease to be the nominated adviser to the Company and the
Company will no longer be required to comply with the AIM
Rules.
The Directors intend, however, to keep Shareholders informed of
the Company's financial and trading progress through regular
updates on the Company's website at www.evolvecapital.co.uk and by
continuing to send Shareholders copies of the Company's annual
audited accounts.
Immediately following the Delisting, there will be no formal
trading facility for dealings to take place in Ordinary Shares and
no price for them will be publicly quoted. It is not the Board's
current intention to implement any form of dealing facility to
enable trades in the Ordinary Shares to occur immediately after
Delisting but they will consider implementing some form of informal
trading arrangement at some point in the future and will notify
Shareholders accordingly.
Upon Delisting, the Board will remain unchanged and will
accordingly comprise Oliver Vaughan, David Snow and Michael
Jackson.
Current trading
The Company issued its unaudited interim financial statements
for the period ended 30 June 2012 on 25 September 2012. Those
results, which include the Chairman's statement in relation to the
Company's financial and trading position, can be found (free of
charge) at: http://www.evolvecapital.co.uk/6.html.
Notice of General Meeting
The Company is sending a circular to its shareholders containing
a notice of a general meeting to be held at the offices of the
Company's solicitors, Marriott Harrison, Staple Court, 11 Staple
Inn Buildings, London WC1V 7QH at 11.00 a.m. on 8 January 2013. At
the General Meeting an ordinary resolution will be proposed to
approve the Asset Sale Agreement and a special resolution will be
proposed, requiring a 75% majority of those voting to pass the
resolution, that the admission of the Company's Ordinary Shares to
trading on AIM be cancelled in accordance with Rule 41 of the AIM
Rules and that the Directors be authorised to take all steps which
are deemed necessary or desirable in order to effect the
Delisting.
Should the Delisting not be approved by Shareholders at the
General Meeting, the Company will continue to be listed on AIM and,
as a consequence of the costs associated with remaining on the
market, the funds that will be available for eventual distribution
to shareholders will be diminished. It will also be necessary for
the Company to convene another general meeting at which to obtain
shareholders' consent for a new investment policy and the costs
involved in this exercise will further diminish the funds that will
be available for eventual distribution to shareholders. If the
Asset Sale Agreement is not approved by Shareholders then it will
not complete and the Company would not have divested itself of its
interests in St Helens, requiring management and potentially
financial input to continue those operations in what the Company
regards as a non-core part of its business.
For further enquiries please contact
Evolve Capital plc:
Oliver Vaughan 020 7937 4445
Allenby Capital Limited (Nominated adviser and broker):
Nick Naylor or Nick Athanas 020 3328 5656
This information is provided by RNS
The company news service from the London Stock Exchange
END
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