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Real-Time news about Evolve Capital (London Stock Exchange): 0 recent articles
|acquisitor: 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: 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: 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 -
|acquisitor: 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.....|
|warpedone: Great timing there acquisitor, do you know something we don't?! ;-)
RNS Number : 1871W
Evolve Capital PLC
23 January 2013
Evolve Capital plc
("Evolve" or the "Company")
Statement regarding share price movement
The Board of Evolve has noted the recent movement in the Company's share price and confirms 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 1 pence each in the Company.
Evolve notes that in accordance with Rule 2.6(a) of the Takeover Code, Kimono Investment Holdings Limited and Mrs Susan Vandyk will have until 5.00pm on 20 February 2013 (or such later time and/or date as may be agreed by the Takeover Panel) to announce either a firm intention to make an offer for Evolve or that they do not intend to make an offer.
A further announcement will be made when appropriate.
In accordance with Rule 2.10 of the Takeover Code, Evolve confirms that as at the close of business on 22 January 2013, its issued share capital consisted of 304,919,553 ordinary shares of 1 pence each. The International Securities Identification Number for Evolve's ordinary shares of 1 pence each is GB00B29WXB29.
A copy of this announcement will be available on the website of the Company at www.evolvecapital.com
Evolve Capital plc
Oliver Vaughan 020 7937 4445
Allenby Capital Limited (Nominated adviser
Nick Naylor/Nick Athanas 020 3328 5656
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 an offeree company 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) the offeree company 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 the offeree company 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 the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company 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) the offeree company 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 an offeree company 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 the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, 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
|acquisitor: I would take the Champagne back to the shop. The share price is still a lot lower than it was at the last balance sheet date, so we are sitting on a slightly smaller loss!|
|natsbite: Is it about time that we had some news from Evolve especially with regards to 3DD who have put out their own announcement? Some share price activity today - the first in a very long time.
3DD to become an "investment company". Interesting? Along the lines of Evolve? Evolve have a lot to lose and have lost on their investment in 3DD.|
|acquisitor: Also, before getting carried away, please note that these valuations are six months out of date. The 3DD share price has halved in that time, and guess how the rest of the portfolio has performed? As the company has minimal income, the question is how quickly the grossly incompetent board can blow the cash balances.
Or will they do the honourable thing and walk away and let someone clear up the mess?|
|lr4850: Worth keeping an eye on David Snow :-(
3D Diagnostics moves to boost sales as shares slump
By Peter Ranscombe
Published on Friday 16 December 2011 00:00
SHARES in Dundee-based 3D Diagnostic Imaging plunged more than 40 per cent yesterday after the dental equipment maker warned that "turbulent economic conditions" had taken a bite out of its revenues.
David Snow, one of the non-executive directors of Evolve Capital, the company's largest shareholder, has now joined 3D's board.
Snow guided brokerage Garban Europe to a stock market floatation before it was taken over by rival Icap.
3D, which makes devices that scan teeth for cavities, said the first half of its financial year had been tough, but it is bringing in measures that should boost sales during the first quarter of 2012.
Shares closed down 0.5p at 0.62p, wiping about £1 million off the firm's market value.
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Rock Souffle Guy
Friday, December 16, 2011 at 02:46 PM
3D Diagnostics are using the technology salvaged from the defunct Cariescan Dundee Uni spinout of a few years ago. That firm's share price tanked when academics behind it starting selling their shares in great chunks shortly after listing. Quite a few investors were wiped out by their shenanigans. Looks like the same folk are lurking in the background.|
|solaking: RNS Number : 4758T
Evolve Capital PLC
29 September 2010
29 September 2010
Evolve Capital plc
("Evolve" or the "Company")
Interim Results for the six months ended 30 June 2010
Evolve Capital Plc today announces its interim results for the six months ended 30 June 2010 which incorporate the results for its principal operating subsidiary, Astaire Group Plc.
For further information please contact:
Evolve Capital plc
Oliver Vaughan, Chairman
Tel: 020 7937 4445
Allenby Capital Limited
Tel: 020 3328 5656
I am pleased to report to you on developments within the Company during the six months to 30 June 2010. A summary of the financial performance of the Group can be found at the end of this statement.
When Evolve was formed in 2007 its stated strategy was to invest in promising companies that were either already on the PLUS market or who were seeking to join the PLUS market. The Company raised an initial £4 million to enable it to prove the viability of this strategy.
In December 2008 the Company launched a hostile bid for an AIM listed company, Astaire Group Plc, known then as Blue Oar Plc. The rationale was twofold; firstly to stop what appeared to be the inevitable destruction of a fundamentally sound company that was well known to the Evolve directors, and secondly as a means to bolster the investment funds available to Evolve in pursuit of its stated strategy. Evolve's bid was successful; however the litany of structural and regulatory issues that had been built up under the stewardship of that company's previous management prevented our objectives from being achieved. They also drew Evolve into what has come to be recognised as a deeply unhappy episode. Earlier this year steps were taken to separate the management of the two companies and as a part of this exercise James Noble and Chris Roberts resigned from the Evolve Board. It is a matter of public record that the Board of Astaire are continuing to review various options to revive the fortunes of that group and Evolve's Board will be supportive of whichever route enables the greatest preservation of its shareholders' value.
To add to the challenges associated with this investment, a former client of Astaire Securities Plc initiated proceedings against the company and included Edward Vandyk, one of Evolve's directors, as a party to the action. In order for him to focus on the vigorous defence of this action, Edward Vandyk stepped off the Board of Evolve with effect from 26 May 2010 and has no ongoing involvement in its day to day affairs.
On a more positive note a number of Evolve's PLUS-quoted investments have performed well and since the period end, the Company has successfully raised additional funds; in part through the disposal of a part of its investment in unquoted Aconite Technology Limited, but principally through a fully underwritten open offer to shareholders, which completed on 8 September and was encouragingly well supported by shareholders. The funds raised from the open offer have provided the Company with additional working capital and will allow it to provide further funds to existing investments and possibly to invest in new opportunities. Further details on Evolve's investments can be found below.
On 23 August 2010 a small group of shareholders, who at the time held 5.8% of the Company's issued share capital, requisitioned a General Meeting of the Company to remove me as Chairman. At the time of the requisition no explanations were provided and no alternative candidate proposed. It has subsequently become apparent that these shareholders were expressing unhappiness with the Astaire situation and that they felt that the Board of Evolve were failing to communicate adequately with shareholders about the Company's strategy and the status of the companies in which it has invested. The resolution was put to shareholders at a General Meeting held on the 28 September 2010 and was duly defeated, nevertheless the Board has determined that communication with shareholders will be improved going forward.
Evolve is now getting back to its roots as an investment company and as such it is once again looking to make investments in quoted companies and unquoted companies that are looking to join the PLUS market or move from PLUS to the AIM market.
Astaire Group Plc
Astaire Group Plc has two principal trading businesses, Astaire Securities Plc which is an institutional stockbroker, corporate financial advisor and AIM Nominated adviser, and Rowan Dartington & Co. Ltd which is an established private client stockbroker based in the South and West of England.
During the period, Astaire Group has received, from lawyers acting on behalf of Izodia Plc, service of a Claim Form and Particulars of Claim filed with the High Court, claiming compensation of approximately £4 million plus interest and costs in respect of alleged events which occurred in 2002.
The Astaire Group Board are currently reviewing a number of strategic options to revive the fortunes of the group and Evolve is keen to ensure that everything is done to preserve the value of its holding in this group. This has proved to be a particularly unsuccessful investment to date on a number of levels and one for which I and my colleagues apologise wholeheartedly to all shareholders in the Company.
St Helens Capital Partners LLP ("St Helens"),
Evolve's wholly owned subsidiary St Helens continues to be the largest Corporate Adviser to PLUS-quoted companies, by number of retained clients. In May 2010 the business once again won the award as PLUS Adviser of the Year, a commendable achievement, and the staff at St Helens are to be congratulated for their continued commitment to the development of this small cap market.
Despite the inevitable restriction that the financial crisis has placed on the number of viable corporate transactions, St Helens has in recent months succeeded in floating two new companies on the PLUS-quoted market and its clients have raised more than £1.7 million of new capital. The business continues to trade in a satisfactory manner and the Board of Evolve is confident that it will flourish as financial conditions improve.
UPDATE ON INVESTMENTS
Aconite Technology Limited ("Aconite")
Aconite is a private company that has developed and is marketing a suite of open platform software products that enable the issuers of credit cards and other plastic payment cards to migrate to the new EMV industry standard (chip and pin) cards without the need to replace their existing infrastructure. Aconite's software also enables card issuers to issue and manage pre-paid debit cards and contactless payment cards and the company has won a number of contracts in the mass transit arena. In the latter part of 2009 the financial crisis caused potential customers to delay the signing of new contracts and this placed a considerable strain on the company's cash resources. As a matter of prudence Evolve wrote down the value of its holding in the company to £200,000. Since that time the company has signed a number of new contracts and its prospects have improved significantly.
In July 2010 Evolve sold 275,000 shares in Aconite to Elderstreet Investments for £250,000 in cash, which generated a profit after expenses of £134,500 over the written down value of the shares. One of Evolve's Directors, Michael Jackson, is also a director of and a shareholder in Elderstreet and as a consequence this transaction was classified as a related party transaction under the AIM Rules for Companies and the Companies Act 2006 and was approved by shareholders.
Bluehone Plc ("Bluehone")
Bluehone was established in 2005 and specialises in managing funds focused on investing in small companies. Its executive directors previously worked together at F&C Asset Management and F&C is an investor in the business. Evolve acquired a 19.9% stake in Bluehone through investing £386,763.
Pulse Group Plc ("Pulse")
Pulse is a leading provider of research process outsourcing in the Asia Pacific region and services market research companies based throughout the world. In recent months both the company and its chief executive, Bob Chua, have won a number of awards for excellence and have generated a considerable volume of positive coverage in the local Asian Pacific press. However, the company remains relatively small in size and needs to expand in order to realise its full potential. Evolve initially invested £500,000 in the ordinary share capital of the company in June 2008 at the time of its admission to the PLUS-quoted market. Since then, Evolve has reduced its holding in the company through a series of disposals, and following a fall in share price the remaining holding is carried at its fair value of £38,759.
Woodspeen Training Plc ("Woodspeen")
Woodspeen is a training company addressing the government funded vocational training sector, with a specific focus on the Learn Direct, Train to Gain and NVQ programmes. Woodspeen is run by three former main board directors from BPP, a fully listed company that is one of the UK's leading professional training companies. The company joined the PLUS-quoted market in March 2008, has made three acquisitions to date and is trading profitably. At 30 June 2010 Evolve's holding is valued at £1,071,000, representing a notional gain of £621,000.
3D Diagnostic Imaging plc ("3D")
3D's wholly owned subsidiary, CarieScan Limited, has completed the development of and is marketing a hand held, simple to use, highly accurate device for the early detection and monitoring of dental caries (tooth decay). In June 2010 the company signed a transformational distribution agreement with Patterson Dental, one of the largest distributors of dental equipment in the USA with annual turnover of some $2 billion. The USA is thought to be one of the largest markets for the company's products in the world. The company has begun shipment of product to Patterson, and this marks the beginning of the commercialisation of its product.
Evolve has to date made a total investment in the ordinary share capital of 3D of £839,925, and the holding had a fair value of £5,299,000 at 30 June 2010.
Since the period end, 3D has announced the raising of £745,000 of additional capital through the issue of unsecured convertible loan notes with an interest coupon of 5% per annum. Evolve participated in this funding round so in addition to its equity holding, it now also holds £350,000 of unsecured convertible loan notes with an interest coupon of 5% per annum, which will convert automatically upon an admission of 3D to AIM at the lower of 15p and a price that is a 25% discount to the price at which any IPO funds are raised. This takes the total cost of investment by Evolve in 3D to £1,189,925 at the date of these interim financial statements.
The table below summarises the key investments held at 30 June 2010 and their valuations in these interim financial statements:
Shares held by Evolve
Cost Fair Value at 30 June 2010 Closing bid price at 27 September 2010
Aconite Technology Ltd
Bluehone Holdings Plc
Pulse Group Plc
Woodspeen Training Plc
3D Diagnostic Imaging Plc
Fair value of the PLUS quoted investments is calculated based on the bid price of the shares quoted on PLUS less a 15% discount to reflect the relative illiquidity of the holdings concerned. At this time the Board of Evolve do not believe that these fair values could be achieved on in a short term realisation of these investments.
Evolve Capital Plc also owns 53.61 per cent. of the issued share capital of Astaire Group Plc, which has a carrying value of £2,748,000 in the Company balance sheet.
The Group generated a loss after taxation of £864,000 compared with a profit after tax for the six months ended 30 June 2009 of £1,497,000, and these are explained in more detail in the Financial Review.
During the period under review the Board has taken significant steps to reduce the Company's overhead base, but this is of course minimal in comparison to the losses generated by Astaire Group Plc which are consolidated in full within these results.
At 30 June 2010 the Group has consolidated net current assets of £15.2 million, compared with £14.8 million at 31 December 2009 and £17.7 million at 30 June 2009. Cash balances were £5.5 million at 30 June 2010, compared with £7.9 million at 31 December 2009 and £10.5 million at 30 June 2009. Of these cash balances £5.6 million at 30 June 2010 were held within Astaire Group plc and not available to Evolve. Cash per share at 30 June 2009 was 3.07 pence compared to 4.42 pence at 31 December 2009.
Once again I would urge a note of caution because within the Group's cash balances at 30 June 2010 were £5.6 million held with the Astaire group and not available to Evolve.
During the coming months we intend to focus on our core strategy and I look forward to advising you of further progress in due course.
29 September 2010
Result before tax
The result for the first six months of 2010 was a loss before taxation of £1,073,000 compared to a profit of £1,809,000 for the same period in 2009.
The consolidated results for the period relate to the trading activities of the Astaire Group, which is 53% owned by Evolve and therefore fully consolidated in these Interim results, the wholly owned PLUS adviser St Helens Capital Partners LLP and Evolve Capital Plc's other investment activities. The Astaire Group contributed 96 per cent. of Evolve's consolidated total income.
The consolidated results include net unrealised gains on fair value through profit and loss (FVTPL) investments of £1,846,000 (30 June 2009: gain of £1,567,000). The gain in FVTPL investments includes a £2,271,000 gain related to an increase in the market value of Evolve's holding in 3D Diagnostic Imaging Plc and a £425,000 loss from investments held by Astaire Group.
The tax credit for the period of £209,000 (30 June 2009: charge of £312,000) reflects deferred tax on movements in the value of investments and other intangible assets .
Earnings per share
The basic loss per share from continuing operations was 0.48 pence per share (2009: earnings of 0.93 pence per share). As there are no options or other dilutive instruments in issue fully diluted earnings per share are the same as basic earnings per share.
At 31 December 2009, the carrying value of goodwill in the balance sheet was £1,400,000, however with the difficulties facing the Astaire Group (to which much of this goodwill relates) the Board resolved to book impairment provisions of £1,101,000 against this. A small impairment provision of £207,000 was also taken against the value of other intangibles.
As noted above the other significant movement affecting the balance sheet was the increase in the carrying value of FVTPL investments since 31 December 2009 by £1,625,000, which is related to the increase in market value of 3D Diagnostics, offset by some adverse movements in FVTPL investments in the Astaire Group.
At 30 June 2010 the consolidated Evolve Group held net cash balances of £5.5 million, a reduction of £2.4 million from 31 December 2009. This movement is almost wholly due to reduced cash balances in Astaire Group. Evolve itself utilised a short term overdraft facility which was repaid after the period end from the proceeds of the share and loan note issue.
The Group has adequate cash resources and a short term overdraft facility. In addition, as more fully explained in note 5, after the period end, the Company raised new equity and loan capital of £1 million before expenses, by the issue of new shares and loan notes.
As a result of such considerations, the Directors have a reasonable expectation at the time of approving the interim financial statements that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the interim financial statements.
29 September 2010|
Evolve Capital share price data is direct from the London Stock Exchange