Evolve Capital PLC Response to mandatory cash offer (2974W)

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RNS Number : 2974W

Evolve Capital PLC

24 January 2013

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

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

Response to announcement of mandatory cash offer for Evolve

The board of Evolve (the "Board") notes the announcement made earlier today by Kimono Investment Holdings Limited ("Kimono"), Mrs Susan Vandyk (together the "Purchasing Shareholders") and persons acting in concert with them (together "the Concert Party") setting out the terms of a mandatory cash offer (the "Offer") to be made by the Purchasing Shareholders on behalf of the Concert Party to acquire all of the issued and to be issued ordinary shares of 0.1p of the Company ("Ordinary Shares") other than those in which any member of the Concert Party is interested for the purposes of the City Code on Takeovers and Mergers (the "Code"). The Offer, which values each Ordinary Share at 0.35p and Evolve's entire issued share capital at approximately GBP1.07 million, is being made because the Concert Party is required to do so under the rules of the Code following the acquisition of 43,626,773 Ordinary Shares by the Purchasing Shareholders on 24 January 2013. The Purchasing Shareholders have confirmed that they will not be increasing the Offer to in excess of 0.35p per Ordinary Share.

As Oliver Vaughan and David Snow are members of the Concert Party (details of which were set out in the announcement made earlier today by the Purchasing Shareholders), Michael Jackson is the only director of Evolve deemed to be independent for the purposes of considering the Offer. At this time Michael Jackson advises Evolve's shareholders to take no action regarding the Offer until they have had the opportunity to consider his response to the Offer. This response will be set out in a Circular which will be sent to Evolve's shareholders following the posting of the Purchasing Shareholder's offer document, which will also be sent to Evolve shareholders in due course.

Further announcements will be made as appropriate.

For further enquiries please contact:

Evolve Capital plc:

Oliver Cooke/Michael Jackson 020 7937 4445

Allenby Capital Limited (Nominated adviser and broker):

   Nick Naylor/Jeremy Porter/Nick Athanas                                        020 3328 5656

This announcement will be available on the Company's website at www.evolvecapital.co.uk

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of Evolve or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Evolve and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of Evolve or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of Evolve or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of Evolve or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Evolve and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of Evolve or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by Evolve and by any offeror and Dealing Disclosures must also be made by Evolve, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

This information is provided by RNS

The company news service from the London Stock Exchange

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