Evolve Capital PLC Response to mandatory cash offer (2974W)
2013年1月24日 - 8:32PM
RNSを含む英国規制内ニュース (英語)
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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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