Scheme of arrangement effective (9036Q)

TIDMASTR TIDMEVOL

RNS Number : 9036Q

Astaire Group Plc

26 October 2011

Astaire Group PLC

Scheme of Arrangement

to cancel all the issued Astaire Shares not held by

Evolve Capital PLC

Scheme Effective

For immediate release

26 October 2011

The Directors of Astaire Group PLC ("Astaire") and Evolve Capital PLC ("Evolve") are pleased to announce that the Scheme of Arrangement to cancel all the issued Astaire Ordinary Shares other than those held by Evolve Capital PLC is now effective.

Under the Scheme, Astaire Shareholders may elect to receive consideration of 2p per Astaire Ordinary Share in cash, failing which they will receive 7 New Evolve Shares for every 5 Astaire Ordinary Shares held if all the conditions of the Scheme are satisfied. Following the Court Order being filed at Companies House earlier today all conditions of the Scheme have now been satisfied and Astaire will become a wholly owned subsidiary of Evolve.

Dealings in Astaire Ordinary Shares on AIM were suspended this morning and will be cancelled at 7.30 a.m. tomorrow.

Valid elections to receive the Cash Alternative, which closed on 25 October 2011, have been received in respect of 78,906,023 Astaire Ordinary Shares in addition to which overseas shareholders in certain Restricted Jurisdictions holding 933,095 Astaire Ordinary Shares will receive cash consideration. The total cash consideration which amounts to GBP1,596,782.36 will be paid to those Astaire Shareholders entitled to it by 10 November 2011.

21,563,454 New Evolve Shares have been allotted (subject to the Scheme becoming effective and Admission) to Astaire Shareholders in respect of 15,402,790 Astaire Ordinary Shares in respect of which no valid elections for the Cash Alternative have been received.

The issue of the New Evolve Shares will result in there being 304,919,553 Evolve Shares in issue. There are no Evolve Shares held in treasury. Therefore, the total number of Evolve Shares with voting rights is 304,919,553.

The above figure of 304,919,553 Evolve Shares may be used by shareholders in Evolve as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FSA's Disclosure and Transparency Rules.

Application has been made for the New Evolve Shares to be admitted to trading on AIM and dealings in the New Evolve Shares are expected to commence at 8.00 a.m. tomorrow, 27 October 2011.

The CREST accounts of Astaire Shareholders who held their Astaire Ordinary Shares in CREST will be credited with any New Evolve Shares to which they are entitled on or around 27 October 2011. Certificates for New Evolve Shares will be sent to Astaire Shareholders who held their Astaire Ordinary Shares in certificated form by 10 November 2011.

Enquiries:

Astaire Group Plc Tel: 020 7492 4757

Chris Roberts, Finance Director

Fairfax I.S. PLC

   Nominated Adviser/Broker to Astaire Group Plc                          Tel: 020 7598 5368

David Floyd/Katy Birkin

Evolve Capital plc Tel: 020 7937 4445

Oliver Vaughan, Chairman

Allenby Capital Limited Tel: 020 3328 5656

Nominated Adviser/Broker to Evolve Capital plc

Nick Naylor/Nick Athanas

A copy of this announcement, the Scheme Document and certain information published or otherwise made available by Astaire in connection with the recommended Scheme is available at: http://www.astairegroup.co.uk. A copy of this announcement, the Scheme Document and certain information published or otherwise made available by Evolve in connection with the recommended Scheme is also available on Evolve's website at www.evolvecapital.co.uk. Words and expressions used in this announcement have the same meanings as in the Scheme Document unless the contaxt requires otherwise.

Fairfax, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Astaire and no one else in connection with the Scheme and will not be responsible to anyone other than Astaire for providing the protections afforded to customers of Fairfax or for providing advice in relation to the Scheme or any other matter referred to herein.

Allenby, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Evolve and no one else in connection with the Scheme and will not be responsible to anyone other than Evolve for providing the protections afforded to customers of Evolve or for providing advice in relation to the Scheme or any other matter referred to herein.

This Announcement does not constitute, or form part of, an offer or invitation to purchase any securities.

The persons responsible for this joint announcement are the directors of Astaire and of Evolve. To the best of the knowledge and belief of the Directors of Astaire and of Evolve, the information in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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