TIDMEVOL TIDMASTR
RNS Number : 3120K
Evolve Capital PLC
13 July 2011
Astaire Group Plc
Possible scheme of arrangement offering a choice of
shares in Evolve Capital Plc or cash
for every Astaire Share not already held by Evolve Capital
Plc
13 July 2011
The stated policy of Astaire has, since 11 February 2011, been
to realise assets with a view to returning cash to shareholders
when possible. All of the operating businesses of Astaire were sold
by 8 March 2011, but the Board was not able to distribute cash to
shareholders pending the resolution of major litigation with Izodia
plc.
Astaire announced on 24 June 2011 that the Izodia litigation had
been settled, but that Evolve Capital Plc ("Evolve"), the holding
company of Astaire Group PLC ("Astaire"), had recently notified
Astaire that it was considering the strategy for Astaire with the
option that Astaire become a more active investing company, rather
than returning cash to shareholders. Evolve owns 110,067,610
ordinary shares in Astaire representing 53.6% of the current issued
share capital of Astaire.
The Board of Astaire recognises that a number of its
shareholders would prefer the company to return cash rather than
retaining their Astaire shares and participating in any future
investment returns. Particular concern has been expressed, in
addition, that Astaire's proposed de-listing would be very
unattractive in the absence of this cash return.
Proposed course of action
The Boards of Astaire and Evolve have now discussed the options
and concluded that it would be in the best interests of
shareholders to put forward a proposal whereby Astaire Shares are
redeemed under a Scheme of Arrangement with each Astaire
shareholder having a choice of receiving new Evolve Shares, which
will be quoted on AIM, or a cash alternative.
The proposed scheme is intended to enable those shareholders who
wish to receive cash for the redemption of their Astaire Shares to
elect to be paid the estimated net cash value per share. The other
Astaire Shareholders would exchange their Astaire Shares for new
Evolve Shares. If the proposed scheme is approved, this would
result in Astaire becoming a wholly owned subsidiary of Evolve and
all Evolve Shareholders (including former Astaire shareholders)
participating in the costs of maintaining the corporate structure
whilst seeking to recover any value in Astaire's illiquid assets as
well as in any value realised from the enlarged Evolve Group's
investment and trading activities.
Astaire's assets include several unquoted securities, some
quoted but illiquid investments and deferred consideration that may
be due under the terms of sale of subsidiary businesses (such as
loan notes issued by Rowan Dartington Holdings Limited) but which
is subject to potential warranty claims over the next 3 to 5 years.
There are also contingent liabilities under warranties and
indemnities signed in relation to the sales of businesses and
sundry creditors referred to above.
The estimated cash balance is expected to amount to up to 2
pence per Astaire Share. Due to the subjective nature of any
valuation of the unquoted assets and difficulties inherent in
estimating the extent of contingent liabilities it is not possible
to publish a reliable figure for the realisable value of Astaire's
other assets and liabilities.
The Astaire board would only proceed with a scheme as summarised
above if it has the support of several larger Astaire shareholders
as the scheme will be expensive to implement (partly because it
involves a Court approval for a reduction in Astaire's issued share
capital) . Evolve, which is willing in principle to consent to the
scheme, will not be permitted to vote on it under the Companies Act
2006 alongside other shareholders. Accordingly Astaire and / or its
advisers will endeavour to speak to known beneficial holders of
over 2.5% of Astaire's issued share capital to establish whether
there is sufficient support for it to justify the cost of
proceeding with the proposed scheme. A further announcement will be
made following this consultation exercise.
As the scheme, if it were to proceed, would amount to a
potential transaction which would be subject to the Takeover Code,
various shareholder disclosures and dealing rules apply as
summarised below. References below to "paper offeror" apply to
Evolve and references to "offeree" to Astaire.
James Noble, Chairman of Astaire, said "The Board of Astaire
will be recommending, in its discussions with Astaire shareholders,
that they proceed with this proposed scheme, as it offers the
potential to realise cash or to continue 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
The persons responsible for this joint announcement are the
directors of Astaire and of Evolve.
Rule 2.10 Information
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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
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