EVC Christows PLC
8 February 2001
EVC Christows ('the Company') is pleased to announce that following signature
of heads of terms, it has agreed in principle to acquire Evolution Capital
Limited ('Evolution') for a total consideration of £12.5 million. The
acquisition is subject to contract and a number of conditions, including
completion of satisfactory due diligence and tax clearance.
Evolution has recently completed a successful fundraising in which it raised £
2.5 million valuing the business at £12.5 million including the new funds.
Consideration
It is proposed that the Company will allot 217,391,304 ordinary shares of 1p
each, credited as fully paid at a price of 5.75p (being the mid-market closing
price of the company shares on 7 February 2001) for the entire fully diluted
share capital of Evolution. These new shares will represent 18.1% of the
fully diluted enlarged issued share capital of the Company following the
acquisition.
The key executive team of Evolution have all agreed to be subject to lock in
provisions for a period of two years in respect of a majority of the
consideration.
Summary of the Business
Evolution Capital Limited
Evolution is an independent group which provides research, advice and funding
for private and public companies seeking to identify and develop new enabling
technologies capable of global commercial exploitation. Evolution's key
sectors of interest and expertise include nanotechnology, wireless
telecommunications, emerging engineering technology and other enabling
technologies.
Evolution was incorporated in February 2000 and has not yet produced any
audited financial statements.
Reasons for the Transaction
The Company has stated its intention of becoming a leading provider of
principal investment, research, due diligence and advisory services (to
private and public companies). The acquisition of Evolution is a significant
step in achieving that aim and gives EVC Christows the platform from which to
evolve into investment banking. EVC Christows intends to change its name to
incorporate the Evolution brand.
New Board Members
Following the completion of the acquisition of Evolution it is proposed that
Richard Griffiths, James Kenny and James Chilcott, the executive team at
Evolution, will join the board of EVC Christows. Further details of the
proposed directors' service contracts will be released in due course following
completion of the acquisition.
It is proposed that at the point at which the transaction completes Chris
Roberts and Jackie Donnelly stand down from the board and leave the group.
The Company thanks them for their considerable contribution.
A circular to shareholders will be dispatched in due course providing full
details of the proposed enabling resolutions.
Alex Snow, chief executive of EVC Christows, commented:
'The Board is very excited to have agreed terms with Evolution. This provides
the group with the high quality intellectual capital in research and due
diligence, corporate finance and capital markets. We now have an extremely
strong platform to maximise shareholder value from the asset base, and
continue to develop our wealth management capabilities.'
Richard Griffiths, executive chairman of Evolution, commented:
'I am confident that the combination of Evolution's expertise and market
position in researching, advising and investing in new enabling technology
companies and EVC Christows' broking and private client franchise will create
a powerful and dynamic investment banking and wealth management group uniquely
placed to meet the challenges presented by the 21st century market place.'
Ends
EVC Christows contact:
Alex Snow: 020 7444 1730
Adrian Graham 020 7937 4445
Email enquiries to: info@evc-christows.com
www.evc-christows.com
Media contacts:
Kit Watts, Direct Line: 020 7939 7414 Mobile: 07968 417518
Adrian Chitty, Direct Line: 020 7939 7415 Mobile: 09766 14484
VLP Switchboard: 020 7403 7500
kitw@vlp.co.uk
adrianc@vlp.co.uk
OR
Justin Strong 020 7620 2228 Mobile 07765 253671
j.strong@wriglesworth.com
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