Return of capital

This announcement should not be transmitted, distributed or released in or onto any jurisdiction in which such an act would constitute a violation of the relevant laws of such jurisdiction. 27 September 2011 Eurovestech plc (the "Company" or "Eurovestech") Further re. Proposed Return of Cash to Shareholders of 4 pence per Ordinary Share Introduction On 22 June 2011, the Company announced an intention to return in excess of half of the £25 million proceeds received in connection with the sale of one of its portfolio companies, ToLuna plc (now called ToLuna Group Limited). The Company today announces that, following a detailed assessment of the Company's cash requirements for investment in its current business and for investment in future opportunities, it proposes to return approximately £13.25 million to Shareholders by way of the Return of Cash. Details of the principal features of the Return of Cash are set out below. The structure that the Company has chosen allows it to effect the Return of Cash while at the same time providing Shareholders with some flexibility as to how they wish to receive the proceeds. The Return of Cash will not affect the number of Ordinary Shares held by Shareholders or the rights (including voting rights) attaching to such Ordinary Shares. Shareholder approval is required for the Return of Cash and, accordingly, a General Meeting will be convened at the offices of Eurovestech, 29 Curzon Street, London, W1J 7TL at 11.00 a.m. on 14 October 2011. A circular setting out further details of the Return of Cash and incorporating a notice convening the General Meeting (the "Circular") is expected to be posted to Shareholders later today. Principal features of the Return of Cash The Return of Cash consists of the D Share Issue, the D Share Dividend and the proposed D Share Tender Offer to be made by Cenkos. Shareholders will receive one D Share for each Ordinary Share held on the Record Date for the D Share Issue. Each D Share will carry the right to receive the D Share Dividend of 4 pence per D Share. Following the Record Date for the D Share Issue, but before the D Share Dividend is declared, Cenkos will offer to acquire D Shares for 4 pence per D Share pursuant to the D Share Tender Offer. Shareholders (other than Shareholders resident in any of the Prohibited Territories) can choose to accept the D Share Tender Offer in respect of some or all of the D Shares they receive. D Share Dividend The D Share Dividend of 4 pence per D Share is expected to be declared on or about 21 October 2011 and it is expected that Shareholders receiving the D Share Dividend will be sent cheques or their CREST accounts will be credited in respect of such D Share Dividend on 28 October 2011 (or such later date as the Directors may determine). Following payment of the D Share Dividend, the D Shares will convert to Deferred Shares having very limited rights. Shareholders will receive the D Share Dividend in respect of all of their D Shares unless they accept the D Share Tender Offer in respect of some or all of their D Shares. Shareholders will not need to take any further action, return a Form of Acceptance or submit a TTE Instruction to receive the D Share Dividend in respect of all their D Shares. D Share Tender Offer Subject to the Resolution being passed at the General Meeting, Cenkos has agreed to offer to acquire D Shares for 4 pence per D Share on or about 19 October 2011, free of all dealing expenses and commissions pursuant to the D Share Tender Offer. Shareholders who accept the D Share Tender Offer will receive payment for such D Shares on or about 28 October 2011. Shareholders who sell D Shares to Cenkos pursuant to the D Share Tender Offer will not be entitled to receive the D Share Dividend in respect of such D Shares. Shareholders who do not properly complete and return a Form of Acceptance or, if they hold their Ordinary Shares in CREST, do not send a valid TTE instruction, will receive the D Share Dividend in respect of all their D Shares. Further information on each of the D Share Dividend and the D Share Tender Offer, along with further information on the rights and restrictions attaching to the D Shares and the Deferred Shares will be set out in the Circular. For regulatory reasons, Shareholders resident in any of the Prohibited Territories are not entitled to accept the D Share Tender Offer and any purported acceptance of the D Share Tender Offer will be void and such Shareholder will instead receive the D Share Dividend. Based on the closing middle market price of 13.125 pence per Ordinary Share on 26 September 2011 (the latest practicable date prior to the making of this announcement), the proposed D Share Dividend represents approximately 30.5 per cent. of Eurovestech's market capitalisation at that date. Shareholders should read the relevant tax information which will be included in the Circular since the D Share Dividend and the D Share Tender Offer will have different UK tax consequences. Shareholders who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the United Kingdom should consult an appropriate professional adviser. None of the D Shares to be issued in connection with the Return of Cash, nor the Deferred Shares arising on the conversion of the D Shares following payment of the D 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. Eurovestech Share Schemes Participants in the Eurovestech Share Schemes are not eligible to participate in the Return of Cash in respect of any unexercised options that they hold. Following the Return of Cash, and in accordance with the rules of each scheme, 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 remuneration committee of the Board must confirm that any proposed adjustment is, in their opinion, fair and reasonable. To the extent that an adjustment is made, participants in the Eurovestech Share Schemes holding unexercised options will be notified at the appropriate time. General Meeting Shareholder approval is required for the Return of Cash and accordingly a General Meeting will be convened at 11.00 a.m. on 14 October 2011 to approve the Resolution. A summary explanation of the Resolution and the notice of the General Meeting will be set out in the Circular. A Form of Proxy for use in respect of the General Meeting will be enclosed with the Circular. Circular The Circular is expected to be dispatched to Shareholders later today and will be available on the Company's website at www.eurovestech.com. Neither the content of the Company's website nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of securities in the Company. Eurovestech plc Richard Bernstein - Chief Executive Tel. 020 7478 9070 Merchant Securities Limited David Worlidge/Simon Clements Tel. 020 7628 2200 Cenkos Securities plc Stephen Keys Tel. 020 7397 8900 APPENDIX I EXPECTED TIMETABLE OF EVENTS 2011 Latest time and date for receipt of Forms of 11.00 a.m. on 12 October Proxy for the General Meeting General Meeting 11.00 a.m. on 14 October Latest time for receipt of Forms of Acceptance 1.00 p.m. on 17 October and TTE instructions from CREST holders in relation to the D Share Tender Offer Record Date for the D Share Issue and D Shares 5.00 p.m. on 17 October issued Entitlement of holders of Ordinary Shares to 8.00 a.m. on 18 October receive D Shares ceases Cenkos makes the D Share Tender Offer to 7.00 a.m. on 19 October purchase D Shares by means of an announcement on the Regulatory News Service of the London Stock Exchange and D Shares purchased pursuant to the D Share Tender Offer D Share Dividend declared and D Shares convert 7.00 a.m. on 21 October into Deferred Shares CREST accounts credited or despatch of cheques as soon as practicable after in respect of the D Share Dividend and/or the 8.00 a.m. on 28 October D Share Tender Offer Notes: 1 References to time in this announcement are to London time. 2 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 the Regulatory News Service of the London Stock Exchange. 3 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. APPENDIX II DEFINITIONS In this announcement the following definitions apply unless the context requires otherwise: "AIM" the AIM market of the London Stock Exchange "Board" or "Directors" the board of directors of Eurovestech "Cenkos" Cenkos Securities plc, broker to Eurovestech "Company" or Eurovestech plc, registered in England and Wales with "Eurovestech" company number 3913197 "CREST" the relevant system (as defined in the Uncertificated Securities Regulations 2001) in respect of which Euroclear is the Operator (as defined in such regulations) "D Share Dividend" the dividend of 4 pence per D Share "D Share Issue" the reorganisation of the Company's share capital comprising the issuance of the D Shares "D Shares" non-voting shares of 0.001 pence each in the capital of the Company "D Share Tender Offer" subject to the Resolution being passed, the tender offer to be made by Cenkos, acting as principal, to purchase D Shares on 19 October 2011 "Deferred Shares" the unlisted deferred shares, the rights and restrictions of which will be set out in the Circular "Euroclear" Euroclear UK & Ireland Limited, the operator of CREST "Eurovestech Share the Eurovestech Approved Executive Share Option Schemes" Scheme and the Eurovestech Unapproved Executive Share Option Scheme, each adopted by the Board on 20 July 2001 "Form of Acceptance" a form to be enclosed with the Circular by which a Shareholder (other than a Shareholder in a Prohibited Territory) may accept the D Share Tender Offer "Form of Proxy" the form of proxy to be enclosed with the Circular, for use by Shareholders in connection with the General Meeting "General Meeting" the General Meeting of the Company to be held at 11.00 a.m. on 14 October 2011, notice of which will be set out in the Circular "London Stock Exchange" London Stock Exchange plc "Ordinary Shares" issued ordinary shares of one penny each in the capital of Eurovestech "Prohibited Territories" any territory outside of the EEA "Record Date for the D 5.00 p.m. on 7 October 2011 (or such other time or Share Issue" date as the Directors may determine) "Resolution" the special resolution to be proposed at the General Meeting to implement the Return of Cash "Return of Cash" the transaction comprising the D Share Issue, the D Share Dividend and the D Share Tender Offer "Shareholders" holders of Ordinary Shares and/or D Shares, as the context may require "TTE Instruction" transfer to escrow instruction (as defined in the CREST manual published by Euroclear)
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