Northland Capital Partners Form 8 (DD) - Evolve Capital Plc (2845W)

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RNS Number : 2845W

Northland Capital Partners

24 January 2013

FORM 8 (DD)

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

   1.         KEY INFORMATION 
 
 (a) Identity of the party to the offer or person acting     Kimono Investment Holdings Limited and Susan Vandyk 
 in concert making the disclosure: 
 (b) Owner or controller of interests and short positions    In respect of Kimono Investment Holdings Limited: 
 disclosed, if different from 1(a):                          Trustee: Peter Zilhmann 
 The naming of nominee or vehicle companies is               Settlor: Joanna Yu 
 insufficient                                                Beneficiaries: Jamie Vaughan, Jeremy Vaughan and Tara 
                                                             Vaughan. 
                                                            ---------------------------------------------------------- 
 (c) Name of offeror/offeree in relation to whose relevant   Evolve Capital Plc 
 securities this form relates: 
 Use a separate form for each offeror/offeree 
                                                            ---------------------------------------------------------- 
 (d) Status of person making the disclosure:                 OFFEROR 
 e.g. offeror, offeree, person acting in concert with the 
 offeror/offeree (specify name of 
 offeror/offeree) 
                                                            ---------------------------------------------------------- 
 (e) Date dealing undertaken:                                24 January 2013 
                                                            ---------------------------------------------------------- 
 (f) Has the party previously disclosed, or is it today      NO 
 disclosing, under the Code in respect 
 of any other party to this offer? 
                                                            ---------------------------------------------------------- 
 
   2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE 

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

 
 Class of relevant security:                                Ordinary Shares of 0.1p each 
                                                           Interests           Short positions 
                                                    -----------------------  ------------------ 
                                                        Number         %        Number      % 
                                                    -------------  --------  -----------  ----- 
 (1) Relevant securities owned and/or controlled:     75,736,784     24.84       Nil        - 
                                                    -------------  --------  -----------  ----- 
 (2) Derivatives (other than options):                   Nil           -         Nil        - 
                                                    -------------  --------  -----------  ----- 
 (3) Options and agreements to purchase/sell:            Nil           -         Nil        - 
                                                    -------------  --------  -----------  ----- 
 
   TOTAL:                                              75,736,784     24.84       Nil        - 
                                                    -------------  --------  -----------  ----- 
 

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 (including directors' and other executive options)

 
 Class of relevant security in relation to which             Ordinary shares of 0.1 pence each 
 subscription right exists: 
 Details, including nature of the rights concerned and       76,741,720 warrants to subscribe for new ordinary shares 
 relevant percentages:                                       at a price of 0.5 pence per share. 
                                                             The ordinary shares arising on the warrants would 
                                                             represent 25.08 per cent. of the existing 
                                                             share capital of the Offeree and 20.05 per cent. of the 
                                                             enlarged share capital of the Offeree 
                                                             following exercise of the warrants. 
                                                            ---------------------------------------------------------- 
 

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.

   3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE 
   (a)        Purchases and sales 
 
    Class of relevant security       Purchase/sale   Number of securities     Price per unit 
 Ordinary Shares of 0.1 pence each     Purchase           43,626,773        0.2 pence per share 
                                    --------------  ---------------------  -------------------- 
 
   (b)        Derivatives transactions (other than options) 
 
    Class of relevant       Product description      Nature of dealing         Number of reference      Price per unit 
         security                 e.g. CFD         e.g. opening/closing a           securities 
                                                    long/short position, 
                                                   increasing/reducing a 
                                                    long/short position 
 n/a                        n/a                   n/a                        n/a                        n/a 
                           --------------------  -------------------------  -------------------------  --------------- 
 
   (c)        Options transactions in respect of existing securities 
   (i)         Writing, selling, purchasing or varying 
 
   Class of       Product        Writing,      Number of       Exercise          Type       Expiry date   Option money 
   relevant     description    purchasing,     securities      price per         e.g.                        paid/ 
   security      e.g. call       selling,       to which         unit         American,                   received per 
                   option      varying etc.      option                        European                       unit 
                                                relates                          etc. 
 n/a            n/a            n/a            n/a            n/a             n/a            n/a           n/a 
               -------------  -------------  -------------  --------------  -------------  ------------  ------------- 
 
   (ii)        Exercising 
 
 Class of relevant security   Product description   Number of securities   Exercise price per unit 
                                e.g. call option 
 n/a                          n/a                   n/a                    n/a 
                             --------------------  ---------------------  ------------------------ 
 
   (d)        Other dealings (including subscribing for new securities) 
 
 Class of relevant security         Nature of dealing          Details   Price per unit (if applicable) 
                               e.g. subscription, conversion 
 n/a                          n/a                              n/a       n/a 
                             -------------------------------  --------  ------------------------------- 
 

The currency of all prices and other monetary amounts should be stated.

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

   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 or person acting in concert making the 
  disclosure and any other person: 
  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 or person acting in concert making the disclosure 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:    24 January 2013 
 Contact name:          William Vandyk 
                       ---------------- 
 Telephone number:      020 7796 8800 
                       ---------------- 
 

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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