RE: EGM

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 This information is provided by RNS The company news service from the London Stock Exchange
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