Scheme of Arrangement - Result of Shareholder Mtgs (8000P)

TIDMEVOL TIDMASTR

RNS Number : 8000P

Evolve Capital PLC

07 October 2011

7 October 2011

Evolve Capital plc

("Evolve" or the "Company")

Scheme of arrangement to cancel all the issued ordinary share capital of

Astaire Group plc ("Astaire") not held by Evolve Capital plc.

Result of Shareholder meetings

The Board of Evolve notes the announcement released earlier today by Astaire, a company in which Evolve has a 53.6 per cent. interest, in relation to the scheme of arrangement to cancel all the issued ordinary shares of Astaire not held by Evolve (the "Scheme").

The Board of Evolve is pleased to note that all the resolutions were passed by the requisite majorities at the meeting of the Scheme shareholders and at the general meeting of Astaire, each of which were held earlier today. The Scheme remains subject to, inter alia, approval of the High Court of Justice in England and Wales.

The full text of the announcement released by Astaire earlier today is set out below. The announcement includes the expected timetable for the remaining principal events relating to the Scheme.

For further information please contact:

 
Evolve Capital plc         Tel: [phone] 
 Oliver Vaughan, Chairman 
Allenby Capital Limited    Tel: [phone] 
 Nick Naylor 
 Nick Athanas 
 

Astaire Group PLC

Scheme of Arrangement

to cancel all the issued Astaire Shares not held by

Evolve Capital PLC

Result of Shareholder meetings

7 October 2011

The Board of Astaire Group PLC ("Astaire") is pleased to announce that all the resolutions proposed by the requisite majorities at the Court Meeting and the General Meeting held this morning were passed. Having been approved by Astaire shareholders, the Scheme of Arrangement to cancel all the issued Astaire shares not held by Evolve Capital PLC ("Evolve") remains subject, inter alia, to the approval of the High Court. Expressions used in this announcement shall have the same meaning as in the scheme circular issued by the Company on 14 September 2011.

The table below shows:

(i) the number of shareholders voting in person or by proxy in favour and against the resolution at the Court Meeting together with the percentage of such shareholders voting;

(ii) the number of votes cast in person or by proxy at the Court Meeting together with the percentage such votes cast in favour and against the resolution and

(iii) the percentage of the votes in favour and against the resolution of the total issued share capital of Astaire:

 
                                         FOR              AGAINST 
 Shareholders voting                    195 (98.98%)       2 (1.02%) 
                                --------------------  -------------- 
 Votes cast                      36,875,773 (99.99%)   5,505 (0.01%) 
                                --------------------  -------------- 
 Percentage of issued Astaire 
  Shares                                      17.96%          0.003% 
                                --------------------  -------------- 
 

The resolutions at the General Meeting were passed unanimously on a show of hands. Had a poll been taken on the resolutions at the General Meeting the proxies received by the Company were as follows:

 
                         FOR               AGAINST 
 Resolution 1    141,369,772 (99.99%)   2,337 (0.01%) 
                ---------------------  -------------- 
 Resolution 2    141,364,897 (99.99%)   7,337 (0.01%) 
                ---------------------  -------------- 
 

Evolve, which holds 110,067,610 Astaire Shares representing approximately 53.61 per cent. of Astaire's issued share capital, has an interest in the Scheme and did not vote at the Court Meeting. The votes cast at the Court Meeting represent 37.72% for the resolution and 0.006% against the resolution respectively of the Scheme Shares (being the total Astaire Shares in issue except those beneficially owned by Evolve).

The expected timetable for the remaining principal events relating to the Scheme is as follows:

 
 Event                                               Time and/or date 
                                                                 2011 
 Last day of dealings in, and                              25 October 
  for registration of transfers 
  of, Astaire Shares 
 Scheme Record Time                           6.00 p.m. on 25 October 
 Last time for making a Cash Election         6.00 p.m. on 25 October 
 Last time for withdrawing a Cash             6.00 p.m. on 25 October 
  Election 
 Suspension of Astaire Shares                 7.30 a.m. on 26 October 
  from trading on AIM 
 Court hearing to sanction the                             26 October 
  Scheme and confirm the cancellation 
  of Share Premium Account 
 Court Hearing                                             26 October 
 Effective date of the Cancellation                        26 October 
  of Share Premium Account 
 Effective Date of the Scheme                              26 October 
 New Evolve Shares issued                                  26 October 
 Cancellation of Astaire Shares             7.30 a.m. . on 27 October 
  from trading on AIM 
 New Evolve Shares admitted to             by 8.00 a.m. on 27 October 
  trading on AIM and credited to 
  CREST accounts 
 Commencement of dealings in New           by 8.00 a.m. on 27 October 
  Evolve Shares on AIM 
 Latest date for despatch of share                        10 November 
  certificates in respect of the 
  New Evolve Shares and of cheques 
  in respect of Cash Consideration 
  or credit of CREST accounts in 
  relation to valid elections for 
  the Cash Alternative (as appropriate) 
  due under the Scheme by 
 

Note: These times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and the date upon which the Court confirms the associated Reduction of Capital and whether the Conditions are satisfied or, where applicable, waived. If the expected date of the Scheme Court Hearing or the Reduction Court Hearing (and consequently the Effective Date) is changed, Astaire will give notice of this change to the extent practicable by issuing an announcement through a Regulatory Information Service

As all the resolutions proposed by the requisite majorities at the Court Meeting and the General Meeting held this morning were passed, the Adjourned Meeting (which it was proposed be reconvened on 27 October 2011) to consider the cancellation of the trading of Astaire Shares on AIM will not now take place.

A copy of this announcement and certain information published or otherwise made available by Astaire in connection with the recommended Scheme is available at:

http://www.astairegroup.co.uk/

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.

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

The persons responsible for this announcement are the directors of Astaire. To the best of the knowledge and belief of the Directors of Astaire, 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

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