TIDMEVOL

RNS Number : 2260W

Evolve Capital PLC

23 January 2013

Evolve Capital plc ("Evolve" or the "Company")

Update on the proposed cancellation of admission to trading of the Company's ordinary shares on AIM

Introduction

On 19 December 2012 the Company announced proposals, subject to the approval of its shareholders, to, inter alia, 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").

The Company sent a circular to its shareholders on 19 December 2012 (the "Circular") setting out further details of the Delisting and the implications for shareholders of the Company. The Circular contained a recommendation from the Board for shareholders to vote in favour of the Delisting. The Board subsequently became aware that a number of shareholders wished to meet with the Board to discuss arrangements for the provision of information to shareholders, share trading, corporate governance and shareholder protections in general, that would be put in place following the Delisting and as a consequence the Board adjourned the general meeting, held on 8 January 2013, prior to the consideration of resolution to approve the Delisting. The adjourned meeting will be held on 29 January 2013 at 11.00 am at the offices of Marriott Harrison, Staple Court, 11 Staple Inn Buildings, London WC1V 7QH.

Shareholders should note that the other business proposed at the general meeting held on 8 January 2013 (being the transfer by St Helens Capital Partners LLP, the Company's wholly owned ISDX advisory business, of its business to Peterhouse Corporate Finance Limited) was approved and this transfer has now been completed.

Proposed investor protections following the Delisting

Following a meeting with a representative of the shareholders referred to above, the Board has agreed to provide the following undertakings should the Delisting proceed:

a) the Company's strategy will be to maximise the value that can be realised from the Company's existing assets and to return cash and/or assets to shareholders as and when practical to do so;

b) the Board will undertake not to make any new, long term, investments without the prior approval of shareholders in general meeting but will remain free to: (i) support existing investments; and/or (ii) to make new, short term, investments; and

c) the Board will undertake that at the annual general meeting of the Company to be held in 2014, and at the annual general meetings to be held in each subsequent year, a resolution will be proposed to put the Company into a members voluntary liquidation and in circumstances where the Board consider it inappropriate to recommend that shareholders vote in favour of such a resolution, the Board will set out alternative plans for the realisation of the Company's remaining investments and the distribution of cash and/or assets together with indicative timescales in which they envisage such a distribution, or series of distributions, being made.

Announcement re possible offer

On 23 January 2013 the Company announced that it has received an approach from Kimono Investment Holdings Limited and Mrs Susan Vandyk which may or may not lead to an offer for the Company. There can be no certainty that an offer will ultimately be made nor as to the terms of any offer. Kimono Investment Holdings and Mrs Susan Vandyk have indicated that should an offer be made it will not exceed 0.35p per ordinary share of 0.1 pence each in the Company.

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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