Form 8 (OPD) Evolve (offeror) holdings in offeree (1829L)

TIDMEVOL TIDMASTR

RNS Number : 1829L

Evolve Capital PLC

27 July 2011

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1. KEY INFORMATION

 
     (a) Identity of the party to the offer making the      EVOLVE CAPITAL PLC 
      disclosure: 
     (b) Owner or controller of interests and short         N/A 
     positions disclosed, if different from 1(a): The 
     naming of nominee or vehicle companies is 
     insufficient 
                                                           ------------------- 
     (c) Name of offeror/offeree in relation to whose       ASTAIRE GROUP PLC 
     relevant securities this form relates: Use a 
     separate form for each party to the offer 
                                                           ------------------- 
     (d) Is the party to the offer making the disclosure    OFFEROR 
      the offeror or the offeree? 
                                                           ------------------- 
     (e) Date position held:                                26 JULY 2011 
                                                           ------------------- 
     (f) Has the party previously disclosed, or is it       YES 
     today disclosing, under the Code in respect of any 
     other party to this offer? 
                                                           ------------------- 
 

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 
 Class of relevant security:           Ordinary shares of 0.1 pence each 
                                         Interests            Short positions 
                                --------------------------  ------------------ 
                                     Number           %         Number      % 
                                ----------------  --------  -------------  --- 
     (1) Relevant securities 
      owned and/or 
      controlled:                  110,067,610      53.61 
                                ----------------  --------  -------------  --- 
     (2) Derivatives (other 
     than options): 
                                ----------------  --------  -------------  --- 
     (3) Options and 
     agreements to 
     purchase/sell: 
                                ----------------  --------  -------------  --- 
     TOTAL:                        110,067,610      53.61 
                                ----------------  --------  -------------  --- 
 

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities

 
 Class of relevant security in relation to which subscription   Nil 
  right exists: 
 Details, including nature of the rights concerned 
  and relevant percentages: 
                                                               ---- 
 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(c) Irrevocable commitments and letters of intent

 
 Details of any irrevocable commitments or letters 
  of intent procured by the party to the offer making 
  the disclosure or any person acting in concert with 
  it (see Note 3 on Rule 2.11 of the Code): 
 None 
 

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 
 Details of any interests, short positions and rights 
  to subscribe of any person acting in concert with 
  the party to the offer making the disclosure: 
 Name Number of ordinary shares % of Astaire's current 
  held in Astaire Group plc issued share cap. 
  Edward Vandyk 3,500,000 1.70% 
  Anoushka Vandyk 675,000 0.33% 
  (daughter of Edward Vandyk) 
  Thomas Vandyk (son of Edward Vandyk) 1,000,000 0.49% 
  William Vandyk (son of Edward Vandyk) 675,000 0.33% 
  Susan Vandyk (wife of Edward Vandyk) 5,000,000 2.44% 
  Kimono Investment Holdings Limited* 6,000,000 2.92% 
  *The sons of Oliver Vaughan (Chairman of Evolve), 
  Jamie Vaughan/Jeremy Vaughan/Tara Vaughan, are the 
  sole beneficial owners in equal proportions of the 
  existing ordinary shares held by Kimono. 
 
 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3 for each additional class of relevant security.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

 
 Details of any indemnity or option arrangement, or 
  any agreement or understanding, formal or informal, 
  relating to relevant securities which may be an inducement 
  to deal or refrain from dealing entered into by the 
  party to the offer making the disclosure or any person 
  acting in concert with it: 
  If there are no such agreements, arrangements or understandings, 
  state "none" 
 None 
 

(b) Agreements, arrangements or understandings relating to options or derivatives

 
     Details of any agreement, arrangement or understanding, 
      formal or informal, between the party to the offer 
      making the disclosure, or any person acting in concert 
      with it, and any other person relating to: 
      (i) the voting rights of any relevant securities under 
      any option; or 
      (ii) the voting rights or future acquisition or disposal 
      of any relevant securities to which any derivative 
      is referenced: 
      If there are no such agreements, arrangements or understandings, 
      state "none" 
 None 
 

(c) Attachments

Are any Supplemental Forms attached?

 
 Supplemental Form 8 (Open Positions)   NO 
 Supplemental Form 8 (SBL)              NO 
                                       --- 
 
 
 Date of disclosure:    27 July 2011 
 Contact name:          Oliver Cooke (Evolve Capital plc) 
                       -------------------------------------- 
 Telephone number:      020 7937 4445 
                       -------------------------------------- 
 Contact name:          Nick Naylor (Allenby Capital Limited) 
                       -------------------------------------- 
 Telephone number:      0203 328 5656 
                       -------------------------------------- 
 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [e-mail]. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

This information is provided by RNS

The company news service from the London Stock Exchange

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