EVG.L Regulatory News (EVG)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

18 October 2011

The Evolution Group PLC ("Evolution") - Offer Update

The board of Evolution notes the announcement by Aberforth Partners LLP on 17 October 2011, stating that it no longer intends to comply with its non-binding letter of intent regarding the recommended acquisition of Evolution by Investec plc ("Investec").

The Board of Evolution confirms that it continues unanimously to recommend Investec's offer for Evolution as set out in the circular to shareholders published on 3 October 2011 (the "Scheme Document").

The Evolution Court Meeting and the Evolution General Meeting to approve the Scheme will be held on 27 October 2011. Further details are set out in the Scheme Document.

Capitalised terms in this announcement have the same meanings as set out in the Scheme Document.

Credit Suisse, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for Evolution and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Evolution for providing the protections afforded to clients of Credit Suisse or for providing advice in connection with the Offer or any matter referred to herein.

Investec Investment Banking, a division of Investec Bank plc, which is authorised and regulated in the UK by the Financial Services Authority, is acting for Investec and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Investec for providing the protections afforded to clients of Investec Investment Banking or for providing advice in connection with the Offer or any matter referred to herein.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

A copy of this announcement will be made available, free of charge, at www.evgplc.com by no later than 12 noon (London time) on 19 October 2011.

You may request a hard copy of this announcement, free of charge, by contacting the Company Secretary of Evolution on +44 (20) 7071 4300. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129.