RE: EGM

RNS Number:4515Z
Evolutec Group PLC
02 July 2007

                               EVOLUTEC GROUP PLC


2 July 2007


Proposed adjournment of Extraordinary General Meeting ("EGM")


On 6 June 2007 Evolutec Group plc ("Evolutec" or the "Company") sent a circular
to shareholders containing a notice of extraordinary general meeting relating to
the proposed distribution of net cash to shareholders by way of liquidation and
the proposed cancellation of admission of Evolutec's shares from the AIM Market
of the London Stock Exchange plc (the "Circular").  This Circular was sent out
after concluding an extensive strategic review of options open to the Company
and following consultation with major institutional shareholders.  The board of
directors ("Board") felt that the proposed distribution of net cash by way of
liquidation provided shareholders with certainty as to quantum and timing. The
Circular contained a notice of EGM to be held on Friday 6 July 2007 at which
special and extraordinary resolutions would have been proposed to enable the
liquidation and the cancellation of admission of Evolutec's shares to AIM be
implemented (the "Resolutions").


Since sending the Circular the Board has received written confirmation from
Gartmore Investment Limited ("Gartmore") that they have increased their holding
in Evolutec through market purchases and that they now hold 23.9 per cent. of
the issued share capital of Evolutec. Furthermore Gartmore have advised the
Board that they will not vote in favour of the Resolutions.  The Resolutions are
special and extraordinary requiring the approval of three-quarters of those
shareholders voting in person or by proxy (unless a poll is demanded, in which
case, 75 per cent. of the votes cast in person or by proxy must be in favour of
the Resolutions).  As another institutional shareholder has indicated that it
too will vote against the Resolutions, the Board is of the view that the
Resolutions will not be passed.


Gartmore have proposed that Evolutec continues as a listed entity with a view to
considering possible transactions which would involve reversing another business
into Evolutec.  Accordingly, a resolution to adjourn the EGM indefinitely will
be proposed.  If passed, the Resolutions will not be put to the meeting and the
EGM will be adjourned indefinitely.


The regulatory team at AIM have confirmed that Evolutec will be classed as an
investment company under the AIM Rules pending any further transaction.  The
Board intend that the investment policy of Evolutec will be to seek a single
investment, most probably of a UK or European business, in either the
technology, healthcare or service related sectors. The Board believes that it,
together with Gartmore, will have the necessary experience in order to evaluate
any potential acquisitions and any proposed acquisition will be subject to
shareholder approval. If no transaction is announced prior to the next annual
general meeting of the Company, the Board intends to propose a resolution at
such meeting for shareholders to consider in relation to the future strategy of
the Company.  If any transaction is announced, such a transaction is likely to
be a reverse takeover and would be conditional on shareholder approval. Evolutec
will continue to remain as a company listed on AIM, a market operated by the
London Stock Exchange plc.



In order to minimise costs, all the directors except for David Bloxham and
Graeme Hart have agreed to cease to be directors with effect from the EGM.
Gartmore have proposed that Mark Hawtin and Gordon Hall be appointed as
additional directors with effect from the end of the EGM.  Accordingly, Mark
Hawtin and Gordon Hall will join David Bloxham and Graeme Hart on the Board.



Evolutec has agreed to surrender the lease on its office premises and will be
re-locating its registered office to 3 More London Riverside, London SE1 2AQ,
United Kingdom. Evolutec is also pursuing options to divest its intellectual
property assets.  Evolutec has no other employees.



Evolutec has dispatched a letter to Shareholders today, the text of which forms
the wording of the above announcement.





Enquiries:


Evolutec                                                 0118 922 4480
David Bloxham, Chairman
Mark Carnegie Brown, Chief Executive Officer

Numis Securities Limited                                 020 7260 1000
Michael Meade

Financial Dynamics                                       020 7831 3113
David Yates
Ben Brewerton






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