Further re: Proposed cash return

This announcement should not be transmitted, distributed or released in or into any jurisdiction in which such an act would constitute a violation of the relevant laws of such jurisdiction. 10 March 2010 Eurovestech plc (the "Company" or "Eurovestech") Further Re. Proposed Return of Cash to Shareholders of 2.18 pence per Ordinary Share Introduction Eurovestech announces that a circular will be dispatched to its Shareholders later today (the "Circular") convening a General Meeting to be held on 29 March 2010 to obtain Shareholder approval for a proposed return of cash of 2.18 pence per Ordinary Share. On 4 January 2010, Eurovestech announced an intention to return a proportion of the Company's cash reserves arising from the sale of the Company's portfolio company, KSS Retail Limited. This was after Eurovestech had undertaken a detailed assessment of the appropriate cash requirements of the Company for investment in its current businesses and for investment in future opportunities. On 24 February 2010, Eurovestech announced proposals to return approximately £7.5 million of cash to Shareholders by way of the Return of Cash and up to £2.5 million by way of an on-market share buyback programme. Details of the principal features of the Return of Cash are set out below. The proposed structure allows the Company to effect the Return of Cash whilst at the same time providing Shareholders with some flexibility as to how they wish to receive the proceeds. The Return of Cash will not have any impact on the number of Ordinary Shares held by Shareholders or on the rights (including voting rights) attaching to such Ordinary Shares. Shareholder approval is required for the Return of Cash and accordingly a General Meeting is being convened at Eurovestech plc, 29 Curzon Street, London W1J 7TL at 10.00 a.m. on 29 March 2010. The Return of Cash is also conditional on the sanction of the Capital Reduction by the Court. Principal features of the Return of Cash Under the proposed structure, Shareholders will receive one B Share for each Ordinary Share held on the Record Date for the Share Issue (see Expected Timetable of Events set out in Appendix 1 below) unless a Shareholder elects to receive C Shares in respect of some or all of its holdings of Ordinary Shares in which case a Shareholder will receive one C Share for each Ordinary Share held on the Record Date for the Share Issue for which a valid election is made. Shareholders who receive B Shares will receive the B Share Dividend of 2.18 pence per B Share which will be declared and paid on or about 1 April 2010 following which the B Shares will become Deferred Shares having very limited rights. Shareholders who elect to receive C Shares will be issued with C Shares which will be redeemed by the Company on or about 1 April 2010 for a redemption price of 2.18 pence per C Share. None of the B Shares or C Shares to be issued in connection with the Return of Cash or the Deferred Shares arising on the conversion of the B Shares following payment of the B Share Dividend will be admitted to trading on AIM or any other securities exchange. The Ordinary Shares will continue to be admitted to trading on AIM. For regulatory reasons Shareholders resident in any of the Prohibited Territories will not be entitled to elect for C Shares and any election for the C Share Redemption will be void. Capital Reduction Under the Companies Act, the Company can, with the approval of Shareholders given by way of a special resolution and with the confirmation of the Court, reduce or cancel its share premium account. Such a reduction or cancellation creates a reserve which can, subject to the protection of creditors, be credited to the Company's profit and loss account and be distributed to Shareholders. At the 2008 annual general meeting, Shareholders approved a resolution to cancel the Company's share premium account (the "Capital Reduction"). The Company has recently applied to the Court to sanction the Capital Reduction and sanction is expected to be given on 31 March 2010. The distributable reserves arising on the sanction of the Capital Reduction will enable the Company to declare and pay the B Share Dividend and redeem the C Shares. The Return of Cash is therefore conditional on the sanction of the Capital Reduction by the Court. Share buyback programme In addition to the Return of Cash proposals outlined above, the Company is also looking to return up to £2.5 million in cash by way of an on-market share buyback programme. The Company is therefore seeking Shareholder approval of a resolution permitting the Company to make market purchases of up to 34,452,280 Ordinary Shares (being 10 per cent. of the Ordinary Shares in issue as at 9 March 2010). Subject to Shareholder approval of the Resolution at the General Meeting, the Company intends to commence the share buyback programme as soon as market conditions permit and the Directors consider it appropriate. The maximum price to be paid for Ordinary Shares shall not be more than (i) 5 per cent. above the average of the closing middle market quotations for the Ordinary Shares for the five business days before the day on which the purchase is made and (ii) the higher of the price of the last independent trade of an Ordinary Shares and the highest current independent bid for an Ordinary Share as derived from the London Stock Exchange Trading System. Given the low liquidity in the Ordinary Shares, such purchases are likely to exceed 25 per cent. of the average daily trading volume of the Ordinary Shares traded over the 20 business days preceding that date. The Company will announce any on-market purchases on the business day following the purchase on a regulatory information service. Any Ordinary Shares purchased under the share buyback programme will be cancelled. City Code Under Rule 9 of the City Code ("Rule 9"), when a person acquires, whether by a series of transactions over a period of time or not, an interest (as defined in the City Code) in shares which (taken together with shares in which persons acting in concert with them are interested) carry 30 per cent. or more of the voting rights of a company to which the City Code applies, such person is normally required by the Panel to make a general offer to the holders of any class of equity share capital of that company (whether voting or non-voting) and also to the holders of any class of transferable securities carrying voting rights issued by that company to acquire their shares or other securities. Rule 9 also provides that any person, together with persons acting in concert with them, who is interested in shares which in aggregate carry not less than 30 per cent. but do not hold more than 50 per cent. of the voting rights of a company to which the City Code applies will be unable, without the Panel's consent, to acquire, either individually or together, any interest in any other shares which increases the percentage of shares carrying voting rights in which they are interested without being required to make a general offer to the holders of any class of equity square capital of that company (whether voting or non-voting) and also to the holders of any class of transferable securities carrying voting rights issued by that company to acquire their shares or other securities. Under Rule 37.1 of the City Code, when a company purchases its own voting shares, any resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert (a "Concert Party") is interested will be treated as an acquisition for the purpose of Rule 9. A person not acting, or presumed to be acting, in concert with any one or more of the directors will not normally incur an obligation to make a mandatory offer under Rule 9 if, as a result of the purchase of its own shares by a company, they come to exceed the percentage limits set out in Rule 9, but the Panel should be consulted in all such cases. However, this exception will not normally apply when a person (or any relevant members of a group of persons acting in concert) not acting, or presumed to be acting, in concert with any one or more of the directors has acquired an interest in shares at a time when they had reason to believe that such a purchase of its own shares by the company would take place. As at 9 March 2010 (being the latest practicable date prior to the publication of this announcement) INVESCO Limited owned 100,850,819 Ordinary Shares, representing approximately 29.27 per cent. of the issued share capital of the Company. As a result of the on-market share buyback programme the Company is proposing to implement, INVESCO Limited could end up holding an interest in 30 per cent. or more of the issued share capital of the Company. Following discussions between the Company and the Panel, the Panel has agreed that, under Rule 37.1 of the Code and the notes of that Rule, INVESCO should be treated as an "innocent bystander" in relation to any increase in its holding of Ordinary Shares as a result of the on market share buy back programme and there will not be any Rule 9 consequences on INVESCO Limited arising from such buy back of Ordinary Shares. Eurovestech Share Schemes Following the Return of Cash an adjustment may be required to be made to the exercise price and/or the number of Ordinary Shares over which participants in the Eurovestech Share Schemes hold unexercised options. This is to ensure that the participants' entitlements remain comparable before and after the Return of Cash. The Company's auditors must confirm the adjustment as being, in their opinion, fair and reasonable. Participants in the Eurovestech Share Schemes holding unexercised options will be notified at the appropriate time. warrants In accordance with the Warrant Instrument, any Warrants that are not exercised by 13 March 2010 will lapse. To the extent that Warrants are validly exercised by 13 March 2010, the Ordinary Shares issued pursuant to the exercise of Warrants will be entitled to participate in the Return of Cash. As all Warrants will have either been exercised or lapsed prior to the Record Date for the Share Issue and the Court hearing to sanction the Capital Reduction, consent is not required from holders of the Warrants to implement the Return of Cash or the Capital Reduction. Circular The Circular in connection with the Return of Cash will be dispatched to Shareholders later today and will be available on the Company's website www.eurovestech.com. Eurovestech plc Richard Bernstein - Chief Executive Tel: 020 7491 0770 Merchant John East Securities Limited David Worlidge / Simon Clements Tel: 020 7628 2200 Cenkos Securities plc Ivonne Cantu Tel: 020 7397 8900 APPENDIX I EXPECTED TIMETABLE OF EVENTS 2010 Latest time and date for receipt by the Company of the 10.00 a.m. on 27 March Form of Proxy for the General Meeting General Meeting 10.00 a.m. on 29 March Latest time for receipt of Election Forms from 1.00 p.m. on 29 March certificated holders and TTE instructions from CREST holders in relation to elections for C Shares Record Date for the Share Issue 5.00 p.m. on 29 March Ordinary Shares released from escrow by way of a TFE 30 March instruction B Shares and C Shares issued 30 March Court hearing to sanction the Capital Reduction 31 March B Share Dividend declared, B Shares converted into 1 April Deferred Shares and C Share Redemption CREST accounts credited or despatch of cheques in 1 April respect of the B Share Dividend and/or C Share Redemption Notes: 1. References to time in this announcement are to London time. If any of the above times or dates should change, the revised times and/or dates will be notified to Shareholders by an announcement on a regulatory information service. 2. All events in the above timetable following the General Meeting are conditional upon approval by Shareholders of the Resolution to be proposed at the General Meeting and all events in the above timetable following the Court hearing to sanction the Capital Reduction are conditional on the sanction of the Capital Reduction by the Court. APPENDIX II DEFINITIONS In this announcement the following definitions apply unless the context requires otherwise: "AIM" the AIM market of the London Stock Exchange "B Shares" non-voting shares of 0.001 penny each in the capital of the Company "B Share Dividend" the dividend of 2.18 pence to be declared on each B Share on 1 April 2010 to holders of B Shares (or such other date as the Directors may determine) "Board" or "Directors" the board of directors of Eurovestech "C Shares" non-voting redeemable shares of 2.18 pence each in the capital of the Company "C Share Redemption" the redemption of the C Shares for a redemption amount of 2.18 pence on 1 April 2010 (or such other date as the Directors may determine) "Capital Reduction" the proposed reduction of the capital of the Company, details of which are set out in this announcement "City Code" the City Code on Takeovers and Mergers "Companies Act" the Companies Act 2006 "Company" or "Eurovestech" Eurovestech plc, registered in England and Wales with company number 3913197 "Court" the High Court of Justice in England and Wales "CREST" the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/378), as amended) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/378), as amended) "CREST Manual" the compendium of documents entitled CREST Manual issued by Euroclear UK & Ireland Limited from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, CREST Rules, CCSS Operations Manual and the CREST Glossary of Terms "Deferred Shares" the unlisted Deferred Shares, the rights and restrictions of which will be set out in the Circular "Election Form" a form for use by Shareholders by which a Shareholder (who holds Ordinary Shares in certificated form) may elect to receive C Shares under the Share Issue "Eurovestech Share Schemes" the Eurovestech Approved Executive Share Option Scheme and the Eurovestech Unapproved Executive Share Option Scheme, each adopted by the Board on 20 July 2001 "Form of Proxy" the form of proxy for use by Shareholders in connection with the General Meeting "General Meeting" the General Meeting of the Company to be held at 10.00 a.m. on 29 March 2010 notice of which will be set out in the Circular, to consider and, if thought fit, approve the Resolution "Ordinary Shares" issued ordinary shares of 1 penny each in the capital of Eurovestech "Panel" the Panel on Takeovers and Mergers "Prohibited Territories" the United States, Canada, Japan and South Africa "Record Date for the Share Issue" 5.00 p.m. on 29 March 2010 (or such other time or date as the Directors may determine) "Resolution" the special resolution to be proposed at the General Meeting to implement the Return of Cash and the on-market share buyback programme "Return of Cash" the transaction comprising the alternatives of the B Share Dividend or the C Share Redemption, details of which are contained in this announcement "Share Issue" the reorganisation of the Company's share capital comprising the issuance of the B Shares and the C Shares "Shareholders" holders of Ordinary Shares and/or B Shares and/or C Shares, and/or Deferred Shares, as the context may require "TFE instruction" transfer from escrow instruction (as defined in the CREST Manual) "TTE instruction" transfer to escrow instruction (as defined in the CREST Manual) "Warrant Instrument" the warrant instrument executed by the Company and dated 15 March 2006 constituting the Warrants "Warrants" the warrants to subscribe for Ordinary Shares constituted by the Warrant Instrument
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