TIDMASTR TIDMEVOL
RNS Number : 7461N
Astaire Group Plc
06 September 2011
Not for release, publication or distribution in whole or in part
into ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE 6 September 2011
ASTAIRE GROUP PLC
RECOMMENDED SCHEME OF ARRANGEMENT to
CANCEL THE ASTAIRE SHARES NOT HELD BY EVOLVE CAPITAL PLC
IN EXCHANGE FOR
eITHER CASH OR NEW EVOLVE SHARES
Recommended Scheme Summary
-- The Boards of Evolve and Astaire are pleased to announce a
Scheme of Arrangement which, if approved by Astaire Shareholders,
will result in the Astaire Shares not already held by Evolve
("Scheme Shares") being cancelled by way of a reduction of capital.
The holders of the Scheme Shares being cancelled can elect to
receive either cash or new Evolve Shares.
-- The Cash Consideration of 2p per Scheme Share amounts to a
maximum of GBP1,904,838, depending on the number of Scheme
Shareholders who elect to receive cash. It will be paid out of
Astaire's existing net cash balances which amount to approximately
2p per Astaire Share.
-- The Share Consideration will comprise 7 New Evolve Shares for
every 5 Scheme Shares cancelled and will amount to up to 32 per
cent. of Evolve's enlarged share capital depending on the
proportion of Astaire Shareholders who elect to receive Evolve
Shares.
-- The Cash Consideration values the entire issued share capital
of Astaire at approximately GBP4.106 million and represents a
premium of approximately 150 per cent. to the closing price of 0.8
pence per Astaire Share on 12 July 2011, being the last Business
Day prior to the announcement of a possible Scheme.
-- The Share Consideration values each Astaire Share at
approximately 1.82 pence, based on the closing price of 1.3 pence
for an Evolve Share on 6 September 2011 and values the entire
issued share capital of Astaire at GBP3.737 million. The Share
Consideration represents a premium of 128 per cent. per cent. to
the Closing Price of 0.8 pence per Astaire Share on 12 July 2011
(being the last Business Day prior to the announcement of a
possible Scheme).
-- The Scheme will be conditional on 75 per cent. of the votes
cast by a majority of the Independent Astaire Shareholders (being
the Astaire Shareholders other than Evolve) voting in favour of the
Scheme at a Court Meeting and a special resolution being passed at
a General Meeting of Astaire.
-- The Evolve Board believes that the implementation of the
proposed Scheme could lead to the following benefits for Evolve
Shareholders:
-- the 2p Cash Consideration per Astaire Share is less than the
net asset value per Astaire Share; consequently, the more valid
elections to receive cash, the greater the net assets per Evolve
Share will be following the Scheme becoming effective, benefitting
both existing Evolve Shareholders and the former Astaire
Shareholders who elect to receive Evolve Shares; and
-- greater flexibility to deploy assets within the Enlarged
Group and cost reductions as a result of having one group company
with external shareholders rather than two.
-- The Directors of Astaire believe that the implementation of
the proposed Scheme could lead to the following benefits to the
Scheme Shareholders:
-- as there can be no guarantee that Astaire's shares will
continue to be suitable to be traded on AIM, there is a significant
risk that Astaire Shares could become unquoted, whether or not a
resolution to cancel their admission to AIM is passed by (or even
put to) Astaire Shareholders;
-- as a subsidiary of Evolve, Astaire's investing policy
requires Evolve's approval regardless of the attitude of other
Astaire Shareholders who may or may not be content with a policy
proposed by Evolve, but whose ability to realise the underlying
value of their Astaire Shares is limited as a result of Astaire
Shares trading at a significant discount to the net asset value per
Astaire Share in a relatively illiquid market;
-- the Scheme is intended to enable Astaire Shareholders who
wish to continue to hold their investment to exchange their Astaire
Shares for Evolve Shares. As some of the assets of both Astaire and
Evolve are unquoted and / or subject to contingent liabilities, it
is difficult to determine a reliable valuation for their respective
net assets per share, however the share exchange ratio of 7 Evolve
Shares for every 5 Astaire Shares under the proposed Scheme is
intended to reflect the relative net assets per share of both
companies. While some decrease in net assets will arise from the
costs of the Scheme, this will be offset by the redemption of some
Astaire Shares at a discount to their underlying net asset if (as
expected) a significant proportion of Astaire Shareholders elect to
receive the Cash Consideration; and
-- the Cash Consideration and the Share Consideration represent
an increase in value for Astaire Shareholders of 150 per cent. and
128 per cent. respectively.
-- The Scheme Document will be posted to Astaire Shareholders
and a circular containing notice of the General Meeting will be
sent to Evolve shareholders as soon as practicable.
-- In view of the Astaire Directors' close association with
Evolve, they are not deemed to be sufficiently independent to give
a recommendation to Scheme Shareholders. Accordingly Fairfax, which
is acting as financial adviser to Astaire, has agreed to consider
whether the Scheme is in the best interests of Scheme
Shareholders.
-- Fairfax considers that the Scheme is in the best interests of
Scheme Shareholders and recommends that they vote in favour of the
Scheme at the Court Meeting and Astaire General Meeting.
James Noble, Chairman of Astaire, said:
"The Board of Astaire is pleased that Fairfax has agreed to
recommend the Scheme, as it offers Scheme Shareholders the choice
of realising cash or continuing their investment through Evolve
shares as they choose. If this transaction does not receive the
support of the Astaire shareholders, there can be no guarantee of
any cash return to shareholders, as Evolve has a blocking
shareholding for any necessary capital reconstruction, without
which no payment can be made."
Enquiries:
Astaire Group Plc Tel: 020 7492 4757
Chris Roberts, Finance Director
Fairfax I.S. PLC
Nominated Adviser/Broker to Astaire Group Plc Tel: 020 7598
5368
David Floyd,
Katy Birkin
Evolve Capital plc Tel: 020 7937 4445
Oliver Vaughan, Chairman
Allenby Capital Limited Tel: 020 3328 5656
Nominated Adviser/Broker to Evolve Capital Plc
Nick Naylor
Nick Athanas
This summary should be read in conjunction with and is subject
to, the full text of this Announcement (including its appendices)
set out below. The conditions and further principal terms of the
Scheme are set out in Appendix I. Appendix II of this Announcement
contains the sources and bases of certain information used in this
summary and in the following Announcement. Appendix III contains
definitions of certain terms used in this summary and the following
Announcement.
Neither this summary nor the full text of this Announcement
constitutes or forms part of an offer to purchase or subscribe for
any securities. Decisions about whether to vote for the Scheme
should be made solely by reference to the Scheme Document which
will contain the full terms and conditions of the Scheme, including
notices of the relevant meetings and court hearings.
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/
Not for release, publication or distribution in whole or in part
into ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE 6 September 2011
ASTAIRE GROUP PLC
RECOMMENDED SCHEME OF ARRANGEMENT to
CANCEL THE ASTAIRE SHARES NOT HELD BY EVOLVE CAPITAL PLC
IN EXCHANGE FOR
eITHER CASH OR NEW EVOLVE SHARES
1. Introduction
The Boards of Evolve and Astaire are pleased to announce the
agreed terms of a Scheme of Arrangement under Part 26 of the
Companies Act 2006 which, if approved, will result in the Astaire
Shares not already held by Evolve being cancelled by way of a
reduction of capital. The holders of the Astaire Shares being
cancelled can elect to receive either cash or new Evolve
Shares.
Evolve holds 110,067,610 Astaire Shares representing 53.6 per
cent. of Astaire's issued share capital.
A copy of this announcement and certain information published or
otherwise made available by Evolve in connection with the
recommended Scheme is available at: www.evolvecapital.co.uk
Information published or otherwise made available by Astaire in
connection with the recommended Scheme is available at:
www.astairegroup.co.uk
2. Terms of the Scheme
Under the Scheme, which will be on the terms and subject to the
Conditions and further terms set out below and in Appendix I, and
the full terms and conditions to be set out in the Scheme Document,
Scheme Shareholders may elect to receive either:
The Cash Consideration
2 pence in cash for each Astaire Share cancelled
or
The Share Consideration
7 New Evolve Shares for every 5 Astaire Shares cancelled
The Cash Consideration values the entire issued share capital of
Astaire at approximately GBP4.106 million and represents a premium
of approximately 150 per cent. to the closing price of 0.8 pence
per Astaire Share on 12 July 2011, being the last Business Day
prior to the announcement of a possible Scheme.
The Share Consideration values each Astaire Share at
approximately 1.82 pence, based on the closing price of 1.3 pence
for an Evolve Share on 5 September 2011 and values the entire
issued share capital of Astaire at GBP3.737 million. The Share
Consideration represents a premium of 128 per cent. per cent. to
the Closing Price of 0.8 pence per Astaire Share on 12 July 2011
(being the last Business Day prior to the announcement of a
possible Scheme).
The Share Consideration will comprise a maximum of 133,338,671
New Evolve Shares which will represent to up to 32 per cent. of
Evolve's enlarged share capital, depending on the number of Astaire
Shareholders who elect to receive Evolve Shares.
3. Background to and Reasons for the Scheme
Since Astaire has sold its businesses and settled the litigation
by Izodia PLC, it has ceased to be an operating company and now
holds cash and various other assets most of which (by value) are
loan notes and other rights to receive payment for subsidiaries it
has sold. It also has contingent liabilities under warranties
granted to purchasers of those businesses and is aware of potential
warranty claims by Rowan Dartington Holdings Limited.
Evolve, as Astaire's holding company, would like to apply
Astaire's cash to seek to generate improved investment returns and
to repay the outstanding indebtedness of approximately GBP1.25
million to Kimono, a shareholder in both Astaire and Evolve.
However, the Board of Evolve recognises that some Astaire
Shareholders may prefer to receive the cash value per Astaire
Share.
The Evolve Board believes that the proposed Scheme could lead to
the following benefits for Evolve Shareholders:
-- the 2p Cash Consideration per Astaire Share is less than the
net asset value per Astaire Share; consequently, the more valid
elections to receive cash, the greater the net assets per Evolve
Share will be following the Scheme becoming effective, benefitting
both existing Evolve Shareholders and the former Astaire
Shareholders who elect to receive Evolve Shares; and
-- greater flexibility to deploy assets within the Enlarged
Group and cost reductions as a result of having one group company
with external shareholders rather than two.
The Directors of Astaire believe that the Scheme could lead to
the following benefits to the Scheme Shareholders:
-- as there can be no guarantee that Astaire's shares will
continue to be suitable to be traded on AIM, there is a significant
risk that Astaire Shares could become unquoted, whether or not a
resolution to cancel their admission to AIM is passed by (or even
put to) Astaire Shareholders;
-- as a subsidiary of Evolve, Astaire's investing policy
requires Evolve's approval regardless of the attitude of other
Astaire Shareholders who may or may not be content with a policy
proposed by Evolve, but whose ability to realise the underlying
value of their Astaire Shares is limited as a result of Astaire
Shares trading at a significant discount to the net asset value per
Astaire Share in a relatively illiquid market;
-- the Scheme is intended to enable Astaire Shareholders who
wish to continue to hold their investment to exchange their Astaire
Shares for Evolve Shares. As some of the assets of both Astaire and
Evolve are unquoted and / or subject to contingent liabilities, it
is difficult to determine a reliable valuation for their respective
net assets per share, however the share exchange ratio of 7 Evolve
Shares for every 5 Astaire Shares under the proposed Scheme is
intended to be broadly neutral in terms of the net assets per share
for shareholders of both companies. While some decrease in net
assets will arise from the costs of the Scheme, this will be offset
by the redemption of some Astaire Shares at a discount to their
underlying net asset if (as expected) a significant proportion of
Astaire Shareholders elect to receive the Cash Consideration;
and
-- the Cash Consideration and the Share Consideration represent
an increase in value for Astaire Shareholders of 150 per cent. and
128 per cent. respectively.
4. Information on Evolve
Evolve was incorporated in September 2007 in order to invest in
equities, convertible or non-convertible debt and/or options and
warrants in companies which are quoted on, or intending to join,
the PLUS-quoted market by way of an IPO. On 28 December 2007 Evolve
was admitted to trading on AIM and completed the raising of some
GBP4 million of new equity capital.
Evolve was re-admitted to trading on AIM on 31 December 2008
following a share for share offer by Evolve to acquire the entire
issued and to be issued share capital of Blue Oar plc, now renamed
Astaire Group PLC, which resulted in Evolve becoming the holding
company of the Astaire group, information about which is set out in
paragraph 5 below.
The objective of the Evolve Board is to generate capital
appreciation from investments over the medium term. The Evolve
Directors have a wide range of experience of investing in early
stage and smaller companies and recognise that such investments can
carry a significant risk whilst also providing the opportunity for
significant gain. When investing, the Evolve Directors identify how
it will be able to realise its investment within a reasonable
timeframe.
The Evolve Directors believe that the PLUS-quoted market
provides an ideal opportunity for pre-IPO investment in particular
as it combines the discipline included in obtaining a quotation
with a cost effective and appropriately regulated market place for
smaller companies. The Evolve Directors will also consider the
suitability of other such new markets, trading platforms or stock
exchanges in the UK should others be established in the future.
Evolve's investments comprise minority shareholdings in:- 3D
Diagnostic Imaging plc (safer alternative to x-ray for dentists);
Aconite Technology Limited (open platform software for credit cards
and similar payment mechanisms); Bluehone Holdings PLC (investment
management); Pulse Group PLC (research process outsourcing and
support services for market research companies); Woodspeen Training
PLC (vocational training); and Central Asian Minerals and Resources
plc (natural resources acquisition vehicle).
Evolve also has a 100 per cent. interest in St Helens Capital
Partners LLP, which is a leading PLUS Corporate Adviser.
Evolve's audited accounts for the 12 months ended 31 December
2010 showed net fee and commission income of GBP510,000 (12 months
ended 31 December 2009, GBP239,000), a pre-tax loss of GBP4,164,000
(12 months ended 31 December 2009, GBP2,016,000 pre-tax profit) and
parent company's shareholders' funds of GBP9,199,000 (31 December
2009, GBP13,755,000).
Additional information on Evolve is available at
www.evolvecapital.co.uk.
5. Information on Astaire
Astaire has implemented a disposal programme following a
decision by Evolve to end its active management of Astaire in May
2010 and the restructuring of the Astaire board. It has also
defended litigation by Izodia PLC, reaching a settlement in June
2011.
Following the disposals of subsidiaries and other assets,
Astaire's assets and liabilities now comprise:
(i) net cash, net cash equivalents and short term debtors
amounting, after providing for the cost of terminating a lease,
costs of the scheme and other restructuring costs, to approximately
GBP4.1 million (c. 2.0 pence per Astaire Share);
(ii) deferred consideration, loan notes and equity interests
being the non cash elements of consideration received on the sale
of Rowan Dartington & Co. Limited and Dowgate Capital
Stockbrokers Limited, in respect of which Astaire and group
companies have ongoing exposure under warranties and indemnities
given to the purchasers which is capped at the value of the
deferred consideration in respect of the Dowgate Capital
Stockbrokers disposal and the total consideration in the case of
the Rowan Dartington disposal;
(iii) sundry unquoted investments including investments in the
Isambard Fund, Euroclear shares and some warrants and options, the
majority of which are currently materially out of the money.
Additional information concerning Astaire is available at:
www.astairegroup.co.uk
6. Proposals for the Enlarged Evolve Group
Following the Scheme, it is intended that the Enlarged Group
will pursue Evolve's current investment objective and strategy.
7. Employees and Evolve board changes
Astaire has one employee who is expected to resign if the Scheme
becomes effective. Evolve has given an assurance that his existing
employment rights including pension rights will be fully
safeguarded following the Scheme becoming effective.
There will be no change to the Evolve Board as a result of the
Scheme.
None of the Astaire Directors nor Evolve Directors will be
entitled to receive any additional remuneration or benefit as a
result of the Scheme and no ex gratia payments will be paid or
benefits awarded.
8. Scheme of Arrangement
The Scheme is a Court-sanctioned scheme of arrangement between
Astaire and its Shareholders under Part 26 of the Act, including a
reduction of capital under section 645 of the Act. The Scheme
procedure requires approval by Independent Astaire Shareholders at
the Meetings, sanction of the Scheme by the Court and confirmation
by the Court of the cancellation of the Scheme Shares. If the
Scheme becomes fully effective in accordance with its terms,
Astaire will become a wholly-owned subsidiary of Evolve.
The Scheme, which is subject to the Conditions, set out in
Appendix 1, requires approval by Independent Astaire Shareholders
at both the Court Meeting and the Astaire General Meeting and the
sanction of the Court at the Scheme Court Hearing. The Meetings and
the nature of the approvals required to be given at them are
described in more detail below. All Shareholders are entitled to
attend the Scheme Court Hearing in person or through representation
to support or oppose the sanctioning of the Scheme, which includes
the Capital Reduction.
The Scheme can only become effective if all Conditions to the
Scheme, including Scheme Shareholder approvals and the sanction of
the Court, have been satisfied or, where permitted, waived. The
Scheme will become effective in accordance with its terms on
delivery of office copies of the Scheme Court Order to the
Registrar of Companies. Unless the Scheme becomes effective by 30
November 2011, or such later date as Evolve and Astaire may agree
and the Court may allow, the Scheme will not become effective and
will not proceed.
Before the Court's sanction can be sought for the Scheme, the
Scheme requires the approval of Independent Shareholders at the
Court Meeting at the passing of the special resolution to be
proposed at the separate Astaire General Meeting. The Court Meeting
is being held at the direction of the Court to seek the approval of
Independent Astaire Shareholders for the Scheme. The Astaire
General Meeting is being convened to pass a special resolution to
facilitate the implementation of the Scheme and to amend the
articles of association of Astaire as described below.
If the Scheme becomes effective, it will be binding on all
Scheme Shareholders, irrespective of whether or not they attended
or voted at the Court Meeting of the General Meeting.
At the Court Meeting voting will be by poll and each Independent
Astaire Shareholder present in person or by proxy will be entitled
to one vote for each Share held. The approval required at the Court
Meeting is a simple majority in number representing 75 per cent. in
value of the Scheme Shares held by those Independent Astaire
Shareholders present and voting in person or by proxy.
It is intended that the Astaire General Meeting will convened as
soon as the Court Meeting is concluded or adjourned to consider
and, if thought fit, pass a special resolution (which requires a
vote in favour of not less than 75 per cent. of the votes cast in
person or by proxy), inter alia, to:
(i) approve the Scheme and certain related matters;
(ii) approve the cancellation of the Scheme Shares and
subsequent issue of New Evolve Shares or payment of cash to the
holders of Scheme Shares in accordance with the Scheme.
The Scheme will contain a provision for Astaire and Evolve
jointly to consent on behalf of all persons concerned to any
modification of, or addition to, the Scheme or to any condition
approved or imposed by the Court. The Court would be unlikely to
approve or impose any modification of, or addition or condition to,
the Scheme which might be material to the interests of the Scheme
Shareholders unless Scheme Shareholders were informed of such
modification, addition or condition. It would be a matter for the
Court to decide, in its discretion, whether or not a further
meeting of Independent Astaire Shareholders should be held in those
circumstances.
The Scheme Document will include full details of the Scheme,
together with notices of the Scheme Meeting and the Astaire General
Meeting and the expected timetable, and will specify the action to
be taken by Independent Astaire Shareholders
Astaire and Evolve have entered into an implementation agreement
which governs their relationship until the Scheme becomes
effective, lapses or is withdrawn and in that agreement the parties
have agreed to co-operate to implement the Scheme. As Evolve is a
related party of Astaire (as defined in the AIM Rules), Fairfax, as
Nominated Adviser to Astaire, has been consulted about the
implementation agreement and the terms of the Scheme. Fairfax
considers the terms of the Scheme and the implementation agreement
to be fair and reasonable insofar as Scheme Shareholders are
concerned.
9. Conflicts of interest and recommendation
In view of the Astaire Directors' close association with Evolve,
they are not deemed to be sufficiently independent to give a
recommendation to Scheme Shareholders. Accordingly Fairfax, which
is acting as financial adviser to Astaire, has agreed to consider
whether the Scheme is in the best interests of Scheme
Shareholders.
Fairfax considers that the Scheme is in the best interests of
Scheme Shareholders and recommends that they vote in favour of the
Scheme at the Court Meeting and Astaire General Meeting.
Fairfax makes no recommendation as to whether Scheme
Shareholders should elect to receive the Cash Consideration or the
Share Consideration under the Scheme.
The Independent Evolve Directors, who have been so advised by
Allenby Capital, consider the terms of the Scheme to be fair and
reasonable as far as Evolve Shareholders are concerned and in the
best interests of Evolve shareholders as a whole. In giving their
advice, Allenby has taken into account the commercial assessments
of the Independent Evolve Directors.
Mr David Snow, who is a Director of both Evolve and of Astaire,
took no part in either board's consideration of the Scheme.
10. Financing the Cash Consideration and cash confirmation
The Cash Consideration of 2p per Scheme Share amounts to a
maximum cash payment of GBP1,904,838, if all Scheme Shareholders
elect to receive cash. This will, if the Scheme becomes effective,
be paid out of Astaire's cash balances which amount to
approximately 2p per Astaire Share.
Fairfax is satisfied that Astaire has available the necessary
resources to satisfy the cash payable if all Scheme Shareholders
elect to receive the Cash Consideration.
11. Number of Astaire Shares and Evolve Shares in issue
Evolve has 283,356,099 ordinary shares of 0.1p each in issue
with ISIN Number GB00B29WXB29.
Astaire has 205,309,518 ordinary shares of 0.1p each in issue
with ISIN Number GB0031792194.
Neither Evolve nor Astaire holds any of its own shares in
treasury.
12. Shareholdings of persons deemed to be acting in concert with
Evolve
The shareholdings of Evolve Directors in both Evolve and Astaire
have been disclosed in accordance with Rule 8 of the Takeover Code
on 27 July 2011 and have not changed since that time.
In addition to the Evolve Directors, the persons deemed to be
acting in concert with Evolve, their holdings in Evolve and
percentage of Evolve's issued share capital are:
Evolve Shares %
----------------- -------------- -------
Kimono (1) 16,878,560 5.96%
----------------- -------------- -------
Thomas Vaughan 14,349,498 5.06%
----------------- -------------- -------
Edward Vandyk 6,948,500 2.45%
----------------- -------------- -------
Anouskha Vandyk 176,527 0.06%
----------------- -------------- -------
Thomas Vandyk 199,304 0.07%
----------------- -------------- -------
William Vandyk 612,342 0.22%
----------------- -------------- -------
Susan Vandyk 5,207,951 1.84%
----------------- -------------- -------
Total 44,372,682 15.66%
----------------- -------------- -------
(1) The adult children of Oliver Vaughan (Jamie Vaughan, Jeremy
Vaughan and Tara Vaughan) are the sole beneficial owners in equal
proportion of the Evolve Shares held by Kimono.
In addition to the Evolve Directors,the persons deemed to be
acting in concert with Evolve, their holdings in Astaire and
percentage of Astaire's issued share capital are:
Astaire
Shares %
----------------- ----------- -------
Kimono (1) 6,000,000 2.92%
----------------- ----------- -------
Edward Vandyk 6,150,000 2.99%
----------------- ----------- -------
Susan Vandyk 6,150,000 2.99%
----------------- ----------- -------
Thomas Vandyk 1,000,000 0.49%
----------------- ----------- -------
William Vandyk 675,000 0.33%
----------------- ----------- -------
Anouskha Vandyk 675,000 0.33%
----------------- ----------- -------
Total 20,650,000 10.06%
----------------- ----------- -------
(1) The adult children of Oliver Vaughan (Jamie Vaughan, Jeremy
Vaughan and Tara Vaughan) are the sole beneficial owners in equal
proportion of the Astaire Shares held by Kimono.
13. Cancellation of admission to trading of Astaire and
re-registration
The last day of dealings in, and registration of transfers of,
Astaire Shares, will be the Business Day immediately prior to the
Court Hearing, following which Astaire will seek a suspension of
dealings in Astaire Shares from AIM. No transfers of Astaire Shares
will be registered after that date.
It is anticipated that an application will be made to the London
Stock Exchange to cancel trading in Astaire's Shares on AIM, to
take effect on the Effective Date.
On the Effective Date, share certificates in respect of Scheme
Shares held in certificated form which are to be cancelled will
cease to be valid documents of title and should be destroyed or, at
the request of Astaire, delivered up to Astaire, or to any person
appointed by Astaire to receive the same. On the Effective Date,
entitlements to Scheme Shares held within CREST will be
cancelled.
14 Overseas Shareholders
This announcement has been prepared for the purposes of
complying with English law and the City Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the UK.
It is the responsibility of any person into whose possession
this announcement comes to satisfy themselves as to the full
observance of the laws of the relevant jurisdiction in connection
with the Scheme and all matters related to it including the
obtaining of any governmental, exchange control or other consents
which may be required and/or compliance with other necessary
formalities which are required to be observed and the payment of
any issue, transfer or other taxes or levies due in such
jurisdiction. This announcement does not constitute an offer to
sell or issue or the solicitation of an offer to buy or subscribe
for shares in any jurisdiction in which such offer or solicitation
is unlawful.
In particular, the Scheme or the Scheme Document or the offer of
new Evolve Shares being made under it is not being made, directly
or indirectly, in, into or from or by the use of the mails of or
any means or instrumentality (including, without limitation, by
means of facsimile transmission, telex, telephone, internet or
other forms of electronic communication) of interstate or foreign
commerce of, or by any facility of a national, state or other
securities exchange of, any Restricted Jurisdiction, or in any
other jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction and the Scheme, when made, will
not be capable of acceptance by any such use, means,
instrumentality or facility from or within any Restricted
Jurisdiction where to do so would constitute a breach of any
relevant securities laws of that Restricted Jurisdiction.
Accordingly, copies of this Announcement are not being, and must
not be, mailed or otherwise distributed or sent in or into or from
any Restricted Jurisdiction or any such other jurisdiction. Doing
so may render invalid any purported acceptance of the Scheme.
Evolve will retain the right to permit the Scheme to be accepted
and any sale of any securities pursuant to the Scheme to be
completed if, in its sole discretion, it is satisfied that the
transaction in question can be undertaken in compliance with
applicable law and regulation.
Overseas Shareholders should consult their own legal and tax
advisers with respect to the legal and tax consequences of the
Scheme.
15. General
The Scheme Document, containing the full terms of the Scheme,
will be posted to Astaire Shareholders as soon as possible, but in
any event, within 28 days of today's date. The conditions to the
Scheme are set out in Appendix I to this Announcement and, together
with certain further terms of the Scheme, will also be set out in
full in the Scheme Document and in the Forms of Proxy. In deciding
whether to accept the Scheme, Astaire Shareholders should rely on
the information contained in, and follow the procedures described
in, the Scheme Document and, if applicable, the Form of Proxy.
The availability of the Scheme to Astaire Shareholders not
resident in or citizens of the United Kingdom may be affected by
the laws of the relevant jurisdictions in which they are citizens
or in which they are resident. Such persons should inform
themselves about and observe any applicable legal or regulatory
requirements of any such relevant jurisdiction.
This Announcement does not constitute, or form part of, an offer
or an invitation to purchase or subscribe for any securities. The
Scheme will be made solely by way of the Scheme Document, and,
where appropriate, the related Forms of Proxy which together will
contain the full terms and conditions of the Scheme, including
details of how to vote on the Scheme.
Astaire Shareholders who vote for the Scheme may only rely on
the Scheme Document and, where appropriate, the related Forms of
Proxy for all the terms and the condition of the Scheme. In
deciding whether or not to vote for the Scheme in relation to their
Scheme Shares, Astaire Shareholders should rely only on the
information contained, and procedures described, in the Scheme
Document, the accompanying and, where appropriate, the related
Forms of Proxy. Astaire Shareholders are strongly advised to read
the Scheme Document being posted to them shortly, or in any event
within 28 days of this Announcement, which contains important
information with respect to the Scheme.
Fairfax, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, has authorised this
Announcement for the purposes of section 21 of FSMA. The principal
place of business of Fairfax I.S. PLC is 46 Berkeley Square, London
W1J 5AT. Fairfax 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.
Allenby Capital, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for Evolve and no one else in connection with the Scheme and will
not be responsible to anyone other than Evolve for providing the
protections afforded to customers of Allenby or for providing
advice in relation to the Scheme or any other matter referred to
herein. The principal place of business of Allenby Capital is
Claridge House, 32 Davies Street, London W1K 4ND.
Fairfax, which is acting in concert with Astaire holds no
Astaire Shares and no Evolve Shares.
Allenby Capital, which is acting in concert with Evolve holds no
Astaire Shares and no Evolve Shares. An employee of Allenby holds
21,664 Astaire Shares.
Fairfax and Allenby Capital have given their respective written
consents to the release of this Announcement containing references
to their names in the form and context in which they appear.
The directors of Astaire accept responsibility for the
information contained in this document, save for the information
for which the Evolve Directors accept responsibility in accordance
with the following paragraph. Save as aforesaid, to the best of the
knowledge and belief of the directors of Astaire (who have taken
all reasonable care to ensure that such is the case) the
information contained in this document for which they are
responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The Evolve Directors, accept responsibility for the information
contained in this document relating to Evolve, themselves and their
immediate families, related trusts and connected persons. To the
best of the knowledge and belief of the Evolve Directors (who have
taken all reasonable care to ensure that such is the case) the
information contained in this document for which they are
responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.
This Announcement contains certain forward-looking statements
with respect to (amongst other things) the financial condition,
results of operations and business of the Astaire and certain plans
and objectives of the Evolve Board. These forward-looking
statements, without limitation, can be identified by the fact that
they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate",
"Astaire", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words
of similar meaning. These statements are based on assumptions and
assessments made by the Evolve Directors in light of their
experience and their perception of historical trends, current
conditions, expected future developments and other factors they
believe appropriate. By their nature, forward-looking statements
involve risk and uncertainty, and the factors described in the
context of such forward-looking statements in this Announcement
could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking
statements, which are not guarantees of future performance.
Should one or more of these risks or uncertainties materialise,
or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this Announcement.
Astaire and Evolve assume no obligation to update or correct the
information contained in this Announcement, whether as a result of
new information, future events or otherwise, except to the extent
legally required.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and service of this Announcement shall not give
rise to any implication that there has been no change in the facts
set out in this Announcement since such date. Nothing contained in
this Announcement shall be deemed to be a forecast, projection or
estimate of the future financial performance of Astaire except
where expressly stated.
The attention of Evolve Shareholders and Astaire Shareholders is
drawn to the fact that under the Code there are certain UK dealing
disclosure requirements in respect of relevant securities during an
offer period. An Offer Period was deemed to have commenced at 10.41
a.m. on 13 July 2011 when a possible scheme was announced by Evolve
and Astaire.
16. 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 10(th) 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Evolve is a paper offeror for the purposes of the above
disclosure requirements.
This Announcement does not constitute, or form part of, an offer
or invitation to purchase any securities.
APPENDIX I
Conditions of the Scheme
The Scheme is subject to the following conditions:
(i) the passing of resolutions at the Astaire General Meeting
and the Court Meeting and the Scheme otherwise becoming effective
in accordance with its terms;
(ii) the sanction of the Court to the Company paying or
otherwise discharging the liability of Evolve for the Cash
Alternative payable pursuant to the Scheme notwithstanding that the
same might constitute financial assistance within the meaning of
Chapter 2 of Part 18 of the Companies Act 2006;
(iii) application having been made for the New Evolve Shares to
be admitted to trading on AIM;
(iv) since 6 September 2011 (being the date upon which the
Scheme was announced), save in relation to the Scheme and the
cancellation of Share Premium Account, Astaire not having:
(a) issued or agreed to issue or authorised or proposed the
issue of additional shares of any class or issued or authorised or
proposed the issue of or granted securities convertible into or
rights, warrants or options to subscribe for or acquire such shares
or convertible securities or redeemed, purchased or reduced or
announced any intention to do so or made any other change to any
part of its share capital;
(b) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any dividend, bonus or other
distribution;
(c) authorised or proposed or announced any change in its share
or loan capital;
(d) issued or authorised or proposed the issue of any debentures
or (other than by operation of any rate of interest applying to
such indebtedness or liability) incurred or increased any
indebtedness or liability (actual or contingent) which in any case
is material in the context of Astaire;
(e) disposed of or transferred, mortgaged or encumbered any
asset or any right, title or interest in any asset or entered into
or varied any contract, commitment or arrangement (whether in
respect of capital expenditure or otherwise) which is of a long
term or unusual nature or which involves or could involve an
obligation of a nature or magnitude which is material or is
otherwise than in the ordinary course of business or could
reasonably be regarded as restricting the business of Astaire or
Evolve or authorised, proposed or announced any intention to do
so;
(f) entered into, or varied the terms of, any contract or
agreement with any of the directors of Astaire;
(g) taken or proposed any corporate action or had any legal
proceedings started or threatened against it for its winding-up,
dissolution or reorganisation or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar officer
of all or any of its assets and revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person
in any jurisdiction which in any case is material in the context of
Astaire;
(h) waived or compromised any claim other than in the ordinary
course of business which is material in the context of Astaire;
(i) made any amendment to its articles of association or other
incorporation documents;
(j) been unable or admitted that it is unable to pay its debts
or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business;
(k) entered into any contract, commitment or agreement or passed
any resolutions with respect to any of the transactions, matters or
events referred to in this condition (iii);
(v) since 6 September 2011 (being the date upon which the Scheme
was announced), save in relation to the Scheme, Evolve not
having:
(a) issued or agreed to issue or authorised or proposed the
issue of additional shares of any class or issued or authorised or
proposed the issue of or granted securities convertible into or
rights, warrants or options to subscribe for or acquire such shares
or convertible securities or redeemed, purchased or reduced or
announced any intention to do so or made any other change to any
part of its share capital;
(b) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any dividend, bonus or other
distribution;
(c) authorised or proposed or announced any change in its share
or loan capital;
(d) issued or authorised or proposed the issue of any debentures
or (other than by operation of any rate of interest applying to
such indebtedness or liability) incurred or increased any
indebtedness or liability (actual or contingent) which in any case
is material in the context of Astaire;
(e) disposed of or transferred, mortgaged or encumbered any
asset or any right, title or interest in any asset or entered into
or varied any contract, commitment or arrangement (whether in
respect of capital expenditure or otherwise) which is of a long
term or unusual nature or which involves or could involve an
obligation of a nature or magnitude which is material or is
otherwise than in the ordinary course of business or could
reasonably be regarded as restricting the business of Astaire or
Evolve or authorised, proposed or announced any intention to do
so;
(f) entered into, or varied the terms of, any contract or
agreement with any of the directors of Evolve;
(g) taken or proposed any corporate action or had any legal
proceedings started or threatened against it for its winding-up,
dissolution or reorganisation or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar officer
of all or any of its assets and revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person
in any jurisdiction which in any case is material in the context of
Evolve;
(h) waived or compromised any claim other than in the ordinary
course of business which is material in the context of Evolve;
(i) made any amendment to its memorandum or articles of
association or other incorporation documents;
(j) been unable or admitted that it is unable to pay its debts
or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business;
(k) entered into any contract, commitment or agreement or passed
any resolutions with respect to any of the transactions, matters or
events referred to in this condition (v);
(vi) since 31 December 2010 (being the date to which the last
annual results of Astaire were made up) and save as announced
publicly and in each case delivered to a Regulatory Information
Service or otherwise fairly disclosed in writing to Evolve by or on
behalf of Astaire prior to 5 September 2011:
(a) no litigation, arbitration, prosecution or other legal
proceedings having been instituted, announced or threatened or
become pending or remained outstanding by or against Astaire or to
which Astaire is or may become a party (whether as plaintiff,
defendant or otherwise) which in any case is material in the
context of Astaire;
(b) no contingent or other liability of Astaire having arisen or
become apparent or increased which in any case is material in the
context of Astaire;
(c) no adverse change or deterioration having occurred in the
business, assets, financial position, profits or prospects of
Astaire which in any case is material in the context of Astaire;
and
(d) no investigation by any Relevant Authority having been
threatened, announced, implemented or instituted or remaining
outstanding which in any case is material in the context of
Astaire;
(vii) since 31 December 2010 (being the date to which the last
annual results of Evolve were made up) and save as announced
publicly and in each case delivered to a Regulatory Information
Service or otherwise fairly disclosed in writing to Astaire by or
on behalf of Evolve prior to 5 September 2011:
(a) no litigation, arbitration, prosecution or other legal
proceedings having been instituted, announced or threatened or
become pending or remained outstanding by or against Astaire or to
which Astaire is or may become a party (whether as plaintiff,
defendant or otherwise) which in any case is material in the
context of Astaire;
(b) no contingent or other liability of Astaire having arisen or
become apparent or increased which in any case is material in the
context of Astaire;
(c) no adverse change or deterioration having occurred in the
business, assets, financial position, profits or prospects of
Astaire which in any case is material in the context of Astaire;
and
(d) no investigation by any Relevant Authority having been
threatened, announced, implemented or instituted or remaining
outstanding which in any case is material in the context of
Astaire;
Evolve reserves the right to waive all or any of conditions (iv)
and (vi) above, in whole or in part. Astaire reserves the right to
waive all or any of conditions (v) and (vii) above, in whole or in
part. Conditions (i) to (vii) above must be fulfilled by 30
November 2011 failing which the Scheme will lapse. Evolve shall be
under no obligation to waive or treat as satisfied any of
conditions (iv) and (vi) by a date earlier than the latest date
specified above for the satisfaction thereof notwithstanding that
the other conditions of the Scheme may at such earlier date have
been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not be
capable of fulfilment. Astaire shall be under no obligation to
waive or treat as satisfied any of conditions (v) and (vii) by a
date earlier than the latest date specified above for the
satisfaction thereof notwithstanding that the other conditions of
the Scheme may at such earlier date have been waived or fulfilled
and that there are at such earlier date no circumstances indicating
that any of such conditions may not be capable of fulfilment.
If conditions (i) and (ii) are satisfied but any of the other
conditions above are not either satisfied or waived, the Scheme
will become effective as if all Scheme Shareholders elected to
receive Cash Consideration.
Appendix II
Bases and sources and documents available on websites
Bases and sources
In this Announcement, unless otherwise stated or the context
otherwise requires, the following bases and sources have been
used:
The prices of Astaire Shares on a particular date are derived
from the Closing Price for that date.
Information available on websites
Certain information published or otherwise made available by
Evolve in connection with the recommended Scheme is available at:
www.evolvecapital.co.uk
As at the time of the release of this document the information
available on Evolve's website comprises:
(i) Holding announcement dated 13 July 2011
(ii) Disclosure of shareholdings under Rule 8.1(a) dated 27 July
2011
Information published or otherwise made available by Astaire in
connection with the Scheme is available at:
www.astairegroup.co.uk
(i) Holding announcement dated 13 July 2011
(ii) Disclosure of shareholdings under Rule 8.1(a) dated 26 July
2011
(iii) this announcement; and
(iv) Implementation agreement relating to the Scheme between
Astaire and Evolve
APPENDIX III
Definitions
The following definitions apply throughout this document,
unless the context requires otherwise:
"Act" the Companies Act 2006, as amended from
time to time
"Allenby Capital" Allenby Capital Limited, nominated adviser
and broker to Evolve
"Astaire" Astaire Group PLC
"Astaire Share" the existing unconditionally allotted
or issued and fully paid (or credited
as fully paid) ordinary shares of 0.1p
each in the capital of Astaire but excluding
any such shares held or which become
held in treasury
"Astaire Shareholders" the holders of Astaire Shares
"Astaire Directors" the directors of Astaire as at the date
or "Astaire Board" of this document
"Astaire General Meeting" the general meeting to be convened by
Astaire in relation to the Scheme
"Capital Reduction" the reduction of capital by Astaire
pursuant to the Scheme
"Cash Consideration" the right of Scheme Shareholders to
elect to receive a consideration pursuant
to the Scheme equal to 2 pence per Scheme
Share
"City Code" or "Takeover the City Code on Takeovers and Mergers
Code" (as amended or interpreted from time
to time by the Panel)
"Closing Price" the closing middle market quotation
of a share on the relevant date as derived
from the AIM Appendix to the Daily Official
List
"Court" the High Court of Justice in England
and Wales
"Court Meeting" the meeting of Scheme Shareholders convened
by the Court to vote on the Scheme
"Daily Official List" the daily official list of the London
Stock Exchange
"Enlarged Group" Evolve and its subsidiaries following
the Scheme becoming effective
"Enlarged Share Capital" the entire issued share capital of Evolve
following the issue of the New Evolve
Shares
"Evolve" Evolve Capital PLC
"Evolve Directors"or the Directors of Evolve as at the date
"Evolve Board" of this announcement
"Evolve Shareholders" the holders of Evolve Shares
"Evolve Shares" the ordinary shares of 0.1p each in
the capital of Evolve
"New Evolve Shares" the Evolve Shares to be allotted and
issued pursuant to the Scheme
"Existing Evolve Shares" the 283,356,099 Evolve Shares in issue
at the date of this document
"Fairfax" Fairfax I.S. PLC, financial adviser
and Nominated Adviser to Astaire
"Forms of Proxy" the forms of proxy for use by Independent
Astaire Shareholders in connection with
the Meetings
"FSA" the Financial Services Authority
"FSMA" the Financial Services and Markets Act
2000
"Independent Astaire the holders of Existing Astaire Shares
Shareholders" other than Evolve
"Independent Directors Michael Jackson and Oliver Vaughan
of Evolve"
"Kimono" Kimono Investment Holdings Limited,
a company incorporated in the British
Virgin Islands and a shareholder of
Evolve and of Astaire
"London Stock Exchange" London Stock Exchange PLC
"Scheme" the scheme of arrangement of Astaire
pursuant to Part 26 of the Act subject
to the conditions to be set out in the
Scheme Document and any election available
in connection with it
"Scheme Court Hearing" the court hearing to approve the Scheme
"Scheme Document" the document to be sent to Astaire Shareholders
containing the Scheme
"Scheme Share" an Astaire Share which is not beneficially
owned by Evolve
"Panel" or "Takeover the Panel on Takeovers and Mergers
Panel"
"Resolution" the ordinary resolution to be proposed
at the General Meeting relating to the
Scheme
"Restricted Jurisdiction" the United States, Canada, Australia,
the Republic of South Africa or Japan
"United States" the United States of America, its territories
and possessions, any states of the United
States and the District of Columbia
and all other areas subject to its jurisdiction
of the United States of America
This information is provided by RNS
The company news service from the London Stock Exchange
END
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