Evolve Capital Share Discussion Threads

[targatarga] 01/2/2013 16:23

Warped - after managements take I wouldn't book the cruise yet! imho

[warpedone] 01/2/2013 16:21

Personally I'm not going to accept the offer - the amount of cash I would get is so small that I'm happy to wait and see if the investments come good over time, could make a nice surprise one day!

[targatarga] 01/2/2013 16:00

would've been nice to have received nav. imho

[lr4850] 01/2/2013 15:43

Not personal really. I just expect people to behave with honour and integrity. Naive, I know , especially on AIM, to have expected directors to act in the interest of share holders - so hold considerable resentment. I am in for about a million plus shares so not huge amounts of my money at stake. With regard what I will be doing I don't know as within the announcements there are tiny grains of hope, but may be I have missed something fundamental.

There is no harm in alerting the authorities to ask them to look into the recent activities of Evolve; especially if it brings about some accountability on the part of the directors and the various members of the concert party.

No links , past or present with these shysters. I work as an Independent Social Worker within Child Protection.

All the best to you, if you have any ideas, let me know.. :-)

[warpedone] 01/2/2013 14:29

@lr4850: I'm sensing quite a lot of hatred from you towards EVOL - I've lost money on the shares but for you it seems personal... care to explain why? are you minded (if you don't mind me asking) to accept the offer or stick in there once it's left the market?

[lr4850] 01/2/2013 14:05

The board better watch out as FSA likely to be on their backs soon; as they are now with regard to Seymour Pierce. Very interesting similarities regarding activities of both firms.

[lr4850] 30/1/2013 10:13

Pi's now shafted by mm's who have, and continue to act in "concert" with the Directors.

[lr4850] 29/1/2013 21:56

I have written to compliance officer for AIM with my belief that Evolve's recent activities warrant some further enquiries along the lines of manipulation and self interest on the part of the directors. Wonder if I get a response. The last time I did this was with CFA, I think, and all I received was an acknowledgement and nothing further.

[warpedone] 29/1/2013 17:44

Announcement following the general meeting (anyone go?) - 98% votes cast in favour of delisting


RNS Number : 6317W

Evolve Capital PLC

29 January 2013

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

Result of Adjourned General Meeting,

Cancellation of admission to trading of the Company's ordinary shares on AIM

and

Update on Mandatory cash offer for Evolve

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 the resolution to approve the Delisting.

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 was completed on 8 January 2013.

Result of Adjourned General Meeting and timetable for Delisting

The adjourned general meeting was held earlier today and the Board is pleased to announce that the Delisting resolution was unanimously passed by the shareholders present at the meeting.

When accounting for the votes that were received by proxy, a total of 156,207,707 Ordinary Shares were voted in favour of the Delisting resolution , either in person or by proxy, representing 98.0% of the total votes cast and 50.1% of the current issued share capital of Evolve. A total of 3,135,509 Ordinary Shares were voted against the resolution representing 2.0% of the total votes cast and 1.0% of the current issued share capital of Evolve.

As a consequence trading in the Ordinary Shares on AIM will cease at close of business on 5 February 2013 with the Delisting taking effect at 7:00 a.m. on 6 February 2013.

Proposed investor protections following the Delisting

As announced previously the Board has agreed to provide the following undertakings once the Delisting takes effect:

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.

Update on Mandatory Cash offer for Evolve

On 24 January 2013 Kimono Investment Holdings Limited, Mrs Susan Vandyk (together the "Purchasing Shareholders") and persons acting in concert with them (the "Concert Party") announced the terms of a mandatory cash offer (the "Offer") to be made by the Purchasing Shareholders on behalf of the Concert Party to acquire the Ordinary Shares not held by the Concert Party. The Offer values each Ordinary Share at 0.35 pence per Ordinary Share and Evolve's entire issued share capital at approximately GBP1.07 million. 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, Michael Jackson is the only director of Evolve deemed to be independent for the purposes of considering the Offer. At this time Michael Jackson continues to advise Evolve's shareholders to take no action regarding the Offer until they have had the opportunity to consider his response to the Offer. The 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 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 or 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 [phone] 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

END

[acquisitor] 29/1/2013 14:46

If you go to the FSA website and look for the UK Listing Authority, there is a complaints section there.

[lr4850] 25/1/2013 08:59

I will write something along those lines. Are you emailing and / or hard copying? Let me know who you are sending to and where.

Do you think there is a glimmer of hope with Jackson's comment that he advises shareholders to do nothing at present? I hope he is not in their pockets, but this is unlikely.

The latest announcement also sneaks in that the board are all members of the concert party ?

[acquisitor] 24/1/2013 23:59

One may wish to suggest that the management have manipulated the share price lower in order to buy the company with a low ball offer. The offer is for £1m, when the last reported net asset value of the company was £4.5m. Why are the company pushing this deal through without giving shareholders a valuation for the business? It is happening before the results are published, which would put the outrageous offer in perspective. The shysters would probably make £3m from the deal with the minority shareholders losing out.

[lr4850] 24/1/2013 16:01

acquisitor

Good on you. If you give me a sense of what you are writing I will do the same.

SHYSTERS the whole lot of them and I hope that what goes around comes around for them.

[tomboyb] 24/1/2013 15:42

Big shame - big shame!

This lot never wanted to create any shareholder value as can be seen by the share price and its manipulation to create a t/o -

I wonder what Michael Jackson has to say about this -

[acquisitor] 24/1/2013 15:39

I am writing to the FSA and the LSE. Please do the same.

[lr4850] 24/1/2013 10:13

these shysters are very clever in their manipulation to their own ends and right from the off the Vandyks planned this. More disappointing is that they can get away with it without any recourse and small pi's are screwed.

[acquisitor] 24/1/2013 09:39

There's the offer. Great strategy - talk of de-listing, bring the price down, then come in with an offer at below where the share price was when you started the process. You pick up the company for a quarter of the NAV. Deal done!

[acquisitor] 23/1/2013 15:45

It can still be blocked, as there are rules to protect minority shareholders. It does need all other shareholders to vote against the proposal.

[warpedone] 23/1/2013 14:22

Block the delisting? unlikely if oliver vaughan wants it to happen he has the largest shareholding

[lr4850] 23/1/2013 14:08

Vandyks will win again . I hope that someone has enough clout to block this a the extaordinary general meeting.. if this happens.

[acquisitor] 23/1/2013 12:12

I have paid an average .21p per share, so not unhappy. It will probably delist and shareholders will get fleeced, as usual on AIM. If the NAV is well above 1p, and they are willing to pay .35p, guess who will lose and who will win?

[lr4850] 23/1/2013 11:34

When was the share price movement. Rapid announcement. Something not right here. What will these people do with the company. Will it remain listed or are shareholders (those that are in at higher prices) still shafted??

I didn't think the Vandyks would go away that easily? He is in the background pulling strings in every way.

Aquisitor, I seem to remember you also bought shares much earlier than all this and so at higher prices. Well done anyway,, you do seem to have the knack ;=)

[tomboyb] 23/1/2013 11:00

I also suspected that the management have announced the delisting to push down the share price and buy the company for a fraction of its true value. Of course, that wouldn't happen.....

No that never ever happens -

Tommyboyb!

[acquisitor] 23/1/2013 10:54

I'm afraid not, chaps! That would be insider dealing. On a return per minute basis, that certainly is the best investment I have ever made. Shame I could only buy a million, as I did try and but 10m. The logic is that the last NAV per share is 1.5p. Therefore buying at 0.17p does not seem too bad a deal.

I also suspected that the management have announced the delisting to push down the share price and buy the company for a fraction of its true value. Of course, that wouldn't happen.....