Recommended Offer
eVestment Company PLC
26 October 2000
THE EVESTMENT COMPANY PLC
RECOMMENDED OFFER FOR CHRISTOWS GROUP LIMITED
Further to the announcement made on 4 September 2000, The eVestment Company
plc ('eVestment' or the 'Company') today announces that it has agreed the
terms of recommended offers ('Offers') by the Company for the acquisition
('Acquisition') of the entire issued and to be issued share capital of
Christows Group Limited ('Christows') for approximately £34.78 million. Due to
its size the Acquisition constitutes a reverse take-over under the AIM Rules
and therefore requires the prior approval of shareholders.
Accordingly the Company has today posted an offer document to Christows
shareholders and Christows A shareholders containing details of the Offers,
and a circular to its own shareholders providing information on the
Acquisition, explaining why the board of eVestment believes the Offers to be
in the best interests of its shareholders as a whole and convening an
extraordinary general meeting to be held on 20 November 2000 at which
resolutions will be proposed, among other things, to approve the Acquisition
and to change the Company's name to EVC Christows plc.
It is also now proposed that the Company establishes a new share option scheme
as a necessary part of its remuneration structure, with which to attract,
incentivise and retain senior employees. Shareholders' approval for the new
scheme will also be sought at the extraordinary general meeting.
As a result of the posting of the circular to its shareholders, the Company
has requested that the suspension in the dealings of the existing ordinary
shares and 2.5p warrants be lifted and therefore expects such dealings to
recommence at 8.00 am tomorrow, Friday 27 October 2000.
Copies of the circular will be available from the offices of Peel Hunt plc at
62 Threadneedle Street, London EC2R 8HP during normal business hours for a
period of 14 days from today's date.
Information on the Merged group
eVestment
The Company was formed in April 1997 as an investment company specialising in
high growth potential opportunities. The Company, at the time named Grosmont
Holdings PLC, was floated on AIM in June 1997. In June 1999 the Company sought
shareholders' approval to become a specialist investor in internet and
e-commerce related businesses, and to change its name to The eVestment Company
Plc. Shareholders approved these proposals on 24 June l999.
Since that time the Company has raised a total of £53.4 million (after
expenses) by means of a placing and open offer, details of which were sent to
shareholders on 9 December 1999, and a further placing on 10 February 2000.
The Company's investments are currently valued at £22.0 million comprising 39
investments. To date the Company has disposed of a total of seven investments,
giving rise to total realised gains of £0.7 million. Six investments within
the Company's current portfolio are held in companies whose shares are traded
on a Recognised Investment Exchange, and have a current market value of £3.7
million in aggregate, compared to an aggregate cost of £3.8 million.
In addition, the Company has today released its interim results for the six
months ended 30 June 2000, further details of which are set out in a separate
announcement.
Christows Group Limited
In May 2000 Christows (formerly named John Duncan & Company Limited) completed
the acquisition of Christows Holdings Limited, although the association
between the two companies began in 1994, when John Duncan & Company Limited
invested in Christows Holdings Limited. Following its initial investment, John
Duncan & Company Limited became closely involved in the growth and development
of Christows Holdings Limited, with Duncan Abbot, a co-founder of John Duncan
& Company Limited, becoming chairman of Christows Holdings Limited in August
1995. The relationship between the two groups of companies grew during the
following years to the extent that the two boards felt it was desirable to
combine the two groups, by way of the acquisition referred to above, in May
2000.
Christows Limited itself was established in Exeter in 1991 as a portfolio
manager and stockbroker and now has branches in the City of London and
Bournemouth. It is a member firm of the London Stock Exchange and is regulated
by the SFA. It has also established a fund management business in Dublin,
regulated by the Central Bank of Ireland.
John Duncan & Company Limited was formed in 1993 by John Gunn and Duncan
Abbot, initially as a management consultancy, to provide business advice to
small, in the main, private companies. In 1994 a wholly owned subsidiary was
set up, Bow Lane Capital Limited (now called Christows Capital Limited), to
provide corporate finance advisory services regulated by the SFA.
Christows currently provides the following services to its clients:
Private Client Portfolio Management
Christows has over 3.500 clients, of which approximately one third by value
have funds which are managed on a fully discretionary basis. Christows has
approximately £500 million under management, just over £ 165 million of which
is managed on a discretionary basis.
Collective Fund Management
Christows acts as a manager of collective investment products and in 1995
established a Dublin based Open Ended Investment Company. Christows has sought
to develop an in-depth knowledge of the investment trust market and now has a
specialist department dedicated to the research and management of investment
trust portfolios. Christows manages three collective investment funds
concentrating almost exclusively on investment trusts and in 1998 launched a
fund investing directly in UK equities, which has so far achieved 92 per cent.
growth since its launch in February 1998.
Private Client Stockbroking
Many of Christows' stockbroking clients are those who are seeking to invest
for the longer term and who are prepared to pay Christows' rate of commission
for a personalised service. In addition, Christows has clients who are seeking
shorter term trading opportunities. The settlement of all Christows' business
is sub-contracted to Pershing Securities Limited enabling Christows to
concentrate on its primary functions.
Corporate finance and consultancy
Christows operates a consultancy and corporate finance advisory business
advising a wide range of clients from small private firms seeking venture
capital, to quoted public companies. As well as earning annual retainer fees
from clients, Christows has also acquired carried interests in client
companies. Christows now has a portfolio of shares, options or warrants in a
number of companies currently valued at approximately £12 million.
Background to and reasons for the Acquisition
eVestment has stated its intention to become a leading provider of principal
investment and corporate advisory services. The Acquisition furthers that aim
by providing the merged group with the platform to develop into a broader
financial services group involved in private equity, fund management,
stockbroking and corporate advisory work. At the same time eVestment will
continue to invest as principal in high growth opportunities which the
directors and the proposed directors believe will be complemented by the
portfolio of quoted and unquoted investments which Christows has developed.
The directors and proposed directors believe that the merged group will
constitute a more broadly based investment business deriving revenue and
earnings from the existing business of Christows, whilst providing the means
with which to assist investee companies to realise their full potential
through the corporate advisory activities of the merged group.
eVestment has aimed to provide a pro-active approach to the needs of its
investee companies, including the provision of commercial advice and more
general assistance. Where investee companies require more specialised
corporate finance advice, such as when they are seeking to raise further
funds, eVestment has typically introduced the company to other advisers who
have assisted with, amongst other things, fundraising, procurement of
investors, preparation (with the investee company's solicitors) of the
necessary documentation, approval of investment memoranda, transaction
structuring and project management. The directors and the proposed directors
believe that the Acquisition will provide eVestment with the ability to
provide an integrated service to investee companies, including access to
capital throughout a company's corporate development and specialist corporate
finance advice through an appropriately regulated body. eVestment has
increasingly participated in syndicated fund-raisings and has developed
relationships with a wide variety of co-investors in emerging technology
businesses. In addition, the merged group will seek to continue development of
its small company corporate broking function. As appropriate expertise is
added, the directors and proposed directors expect to be able to add
institutional investors to the existing Christows private client base, which
will remain an integral part of the merged group. It is also envisaged that
the merged group will become a sponsor under the rules of the UK Listing
Authority and an AIM nominated adviser.
A key objective of the directors and proposed directors is to develop the
private equity and fund management business which is expected to provide
considerable synergy with other businesses within the merged group. The
directors and the proposed directors believe that there is a continued flow of
capital towards private equity as asset allocation directed to early and mid
stage growth companies continues to increase. It is therefore expected that
two further specialised funds will be raised. The first will invest in
businesses in complementary areas to those within the eVestment portfolio,
such as very early stage investment in unproven business models, whilst the
second will focus on companies at a later stage which specialise in developing
business services for new economy companies. In addition, it is expected that
the second fund will be used to invest in larger unit sizes than those in
which eVestment currently invests.
Current trading and prospects
The Company has today released its interim results for the six months ended 30
June 2000 which show pre-tax losses of £4.1 million. This has been the result
of a provision for permanent diminutions in the value of fixed asset
investments amounting to £5.5 million, which has been provided against a
number of investments, reflecting the Company's prudent accounting policy in
relation to the carrying value of investments. Net assets per share (on an
undiluted basis) stood at 12.86p at the half year end. The interim results and
the Chairman's statement thereon are set out in a separate announcement.
Since 30 June 2000 the Company has continued to see a steady flow of potential
investee companies and has invested a further £5.4 million, £2.1 million of
which was invested in five new investments, with the balance being put into
existing investee companies. Significant investments made since 30 June 2000
have been in Pervasic Limited, a technology business providing wireless access
to corporate information systems, LBM Holdings (UK) Limited, a profitable data
driven direct marketing company serving utility companies, information
technology hardware suppliers and financial service companies, and Kelso Place
Asset Management Limited, a provider of investment management services to
funds in the technology, media and telecoms sector. Since 30 June 2000 the
Company has made disposals of two further investments. In addition,
MusicUnsigned Holdings Plc in which the Company invested £1.4 million, was
admitted to trading on AIM on 5 October 2000.
On 22 August 2000 the Company announced the completion of the acquisition of
Capital Exchange Limited ('Capital Exchange') for a total consideration of £
775,000, satisfied as to £300,000 in cash, which was paid in March 2000 when
the Company acquired an initial 24.3 per cent. interest in Capital Exchange,
and £475,000 for the balance, by the allotment to the vendors of 4.75 million
ordinary shares in August 2000, credited as fully paid at a price of 10p each.
Capital Exchange, which is regulated by the SFA, is a corporate finance
advisory business for smaller unquoted companies. The acquisition of Capital
Exchange is a part of the Company's strategy of developing a broadly based
technology business incorporating principal investment and advisory services.
The directors and proposed directors anticipate that deal flow will continue
steadily for the foreseeable future. The directors and the proposed directors
believe that the Acquisition will provide the basis for a more broadly based
group providing fund management, stockbroking and corporate advisory services,
as well as the existing core investment businesses.
The Offers
The Offers, which comprise an offer for the Christows ordinary shares (the
'Ordinary Offer') and A ordinary shares ('the A Offer'), value Christows at
approximately £34.78 million in aggregate, assuming that all Christows
warrants are exercised and all deferred payments due on Christows A shares are
made and that, in each case, the resulting Christows shares are assented to
the Offers. Assuming full acceptance of the Offers on this basis, a further
347,810,104 ordinary shares will be issued, representing 37.3 per cent. of the
Company's enlarged issued share capital following the Acquisition, or 81.6 per
cent. of the current issued ordinary shares. On a fully diluted basis,
assuming full implementation of the warrant proposal and performance of the
Westbury Agreement, details on both of which are set out below, and the full
exercise of replacement options expected to be granted to Christows
optionholders, the ordinary shares to be issued pursuant to the Offers, the
Westbury Agreement and the replacement options will represent 40.2 per cent.
of the enlarged issued share capital (on a fully diluted basis) or 67.2 per
cent. of the current fully diluted ordinary share capital of the Company.
The Ordinary Offer
Under the terms of the Ordinary Offer Christows shareholders will be entitled
to receive 98.17 ordinary shares for every Christows share, valuing each
Christows share at approximately £9.82.
The first closing date for the ordinary offer is 3.00 pm on 17 November 2000.
The A Offer
Under the terms of the A Offer Christows A shareholders will be entitled to
receive 98.17 ordinary shares for every Christows A share, valuing. each
Christows A share at approximately £9.82.
The first closing date for the A Offer is 3.00 pm on 1 December 2000.
The Option Offer
Under the terms of an option offer expected to be made following the Offers
becoming unconditional in all respects, Christows optionholders will be
offered 17,753,259 replacement options in aggregate in consideration for the
surrender of each Christows option held by them. Assuming full acceptance of
the option offer, the replacement options will on exercise result in the issue
of 17,753,259 ordinary shares representing 1.8 per cent. of the enlarged
issued share capital (on a fully diluted basis).
Irrevocable undertakings
The board of Christows and certain other Christows shareholders, Christows A
shareholders and Christows optionholders have irrevocably undertaken to accept
the respective offers in respect of their entire holdings of Christows shares,
Christows A shares and Christows options, representing 68.0 per cent. of the
Christows shares, 100.0 per cent. of the Christows A shares and 93.0 per cent.
of the Christows warrants.
Placing
In order to assist with the exercise of Christows warrants and the paying up
of amounts outstanding on Christows A shares, Peel Hunt has conditionally
placed 42.535,974 new ordinary shares in eVestment to be allotted pursuant to
the ordinary offer on behalf of certain Christows shareholders.
Conditions and further terms of the Offers
The Ordinary Offer and the A Offer are conditional, amongst other things, on
the following:
1. approval of eVestment's shareholders for the Acquisition;
2. admission of the enlarged issued share capital and 2.5p
warrants to AIM:
3. approval for the Acquisition being obtained from the SFA;
4. valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 p.m. on 17 November 2000 (or such
later time(s) and/or date(s) as the Company may decide) whether
pursuant to the Offers or otherwise in respect of not less than 90 per
cent. (or such lesser percentage as the Company may decide, being no
less than 50 per cent.) of the Christows shares; and
5. receipt of satisfactory tax clearances from the Inland Revenue.
The EGM has been convened for 20 November 2000 for the purpose of seeking,
amongst other things, approval from shareholders for the Acquisition. The
directors have recommended that shareholders vote in favour of the
resolutions, as they all intend to do in respect of their own beneficial
shareholdings.
The ordinary shares to be allotted and issued pursuant to the Offers will be
allotted and issued credited as fully paid and will rank pari passu all
respects with all other ordinary shares then in issue. The Christows shares
and Christows A shares will be acquired free from all liens, charges and
encumbrances and together with all rights attaching to them including the
right to receive all dividends and other distributions declared after 4
September 2000.
Duncan Abbot, Michael Phillips, John Gunn and certain other Christows
shareholders have given irrevocable undertakings not to dispose of, or agree
to dispose of 176,218,070 ordinary shares to be received by them pursuant to
the Offers, or 190,337,860 ordinary shares which may be acquired by them as a
result of the exercise of replacement options to be received by them pursuant
to the Option Offer for a period of 12 months following the Offers becoming
unconditional in all respects.
Application has been made for the enlarged issued share capital and 2.5p
warrants to be admitted to AIM following the extraordinary general meeting to
be held on 20 November 2000.
Board changes
In light of the board's decision to broaden the spread of services to be
provided by the group by means of the Acquisition, it is now felt that a
number of board changes are appropriate.
John Gunn, Duncan Abbot and Michael Phillips, all directors of Christows. will
join the board, conditional on completion of the Acquisition. In addition,
Chris Roberts. the current chief executive, will switch roles to become
managing director of the private equity activities of the merged group. Jackie
Donnelly will remain on the board, with specific responsibilities for private
equity syndication.
Duncan Abbot (Proposed Chief Executive) qualified as a chartered accountant
with Price Waterhouse. He spent five years in the corporate finance department
of L. Messel Co., a firm of stockbrokers, becoming an individual member of the
London Stock Exchange in 1984. He joined John Gunn at British & Commonwealth
Holdings plc in 1986 where he headed the corporate development department. In
1993 he and John Gunn founded Christows Group Limited (formerly known as John
Duncan & Company Limited) and in 1995 he also co-founded Bow Lane Capital
Limited, now called Christows Capital Limited, a corporate finance advisory
business and subsidiary of John Duncan & Company Limited.
Michael Phillips (Proposed Managing Director - Retail) is a member of the
Securities Institute who co-founded Christows Limited in 1991 having
previously run Christows Financial Services Limited, a small private client
portfolio management business. He has been instrumental in the development of
Christows into a group with funds under management of approximately £500
million on behalf of over 3,500 clients and is currently responsible for the
day to day operations of Christows. Mike will primarily oversee the
development of the retail and fund management aspects of the merged group.
John Gunn (Proposed Non-Executive Director) is a director of a number of
quoted and unquoted companies including Turbo Genset Inc., Glenchewton plc,
West 175 Media plc, Daveney Ltd and the California Wine Company Inc. He was
formerly Chief Executive Officer of Exco International plc, Chairman of
Telerate Inc. and of British and Commonwealth Holdings plc. He co-founded
Christows Group Limited (formerly known as John Duncan & Company Limited) in
1995 with Duncan Abbot.
Immediately following the EGM Tom Vaughan will, subject to the resolutions
being passed, resign as a Director.
In addition, Alex Snow will join the Board as Managing Director - Capital
Markets. Following graduation from St. Andrew's University Alex joined ABN
Amro Hoare Govett as a graduate trainee. In 1994 he joined Barclays de Zoete
Wedd ('BZW') as a director of UK equities and in 1998 he joined Credit Suisse
First Boston ('CSFB') as a result of its acquisition of BZW Whilst at CSFB he
set up a specialised hedge fund product aimed at UK and European hedge funds,
principally addressing sales, trading, risk arbitrage, stock lending and prime
brokerage. He also ran the CSFB European stock selection team which was
responsible for picking stocks for CSFB's equity research, which formed the
basis of the firm's trading and proprietary positions. He joined eVestment in
April 2000. Alex will head up the development of the corporate broking
activities of the merged group.
The directors and proposed directors expect to appoint an additional
non-executive director as soon as a suitable candidate has been identified.
The warrant proposal
The board is of the view that the continued existence of the 2.5p warrants, lp
warrants and further subscription rights in the Company is not in the best
interests of eVestment. The board has for some time acknowledged the need for
a share option scheme with which to attract and incentivise senior management.
However, the directors believe that the existence of the 2.5p warrants, lp
warrants and further subscription rights, which together equate to 37 per
cent. of the current issued share capital of the Company, represents a
material disincentive to creating and issuing options. Accordingly in an
effort to simplifying the capital structure and remove such a disincentive,
and to improve clarity for shareholders and potential investors alike, the
board intends to write to holders of the 2.5p warrants, lp warrants and
further subscription rights with a proposal pursuant to which it is envisaged
that ordinary shares will be allotted credited as fully paid, to such holders
on the following bases:
1 ordinary share for every 2.5p warrant
1 ordinary share for every lp warrant
5 ordinary shares for every further subscription right.
Further details of this proposal will be contained in a forthcoming circular.
Westbury agreement
Westbury Investments SA ('Westbury') holds an option over 273,274 ordinary
shares in Christows. Pursuant to an agreement dated 26 October 2000 made
between the Company and Westbury, if Westbury exercises its rights to
subscribe for Christows shares pursuant to its option, it may for a period of
four weeks following the allotment of Christows shares on such exercise,
require the Company to purchase all such Christows shares on the same terms as
the Offers (the 'Put Option'). The agreement also provides that if Westbury
have not exercised the Put Option, then for a period of four weeks following
the expiry of the Put Option period, the Company can require Westbury to sell
such Christows shares to it on the same terms as the put option.
Commenting on the proposals Chris Roberts, Chief Executive of eVestment said:
'We have struck a balanced and fair deal with Christows' board of directors
and are confident that eVestment shareholders will approve the deal. In
addition to a highly successful fund management and stockbroking business,
Christows has shown much expertise in advising a number of subsequently
successful companies in the early stages of their development.'
Duncan Abbot, chairman of Christows Group Limited and proposed chief executive
of the merged group commented:
'We are delighted to be teaming up with the eVestment team. Their expertise
and experience perfectly complements our own. eVestment's strong balance sheet
and investment expertise will create what we expect to be a formidable force.'
For further information please contact:
The eVestment Company PLC
Chris Roberts, CEO
Tel: 020 7937 4445
Website: www.evestment.co.uk
Email: info@evestment.co.uk
Christows Group Ltd
Duncan Abbot, Chairman
Tel: 020 7444 1730
Website: www.christows.co.uk
Email: com@christows.co.uk