Nanoco Regulatory News (NANO)

2 Jul 2007 14:00

Evolutec Group PLC02 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 circularto shareholders containing a notice of extraordinary general meeting relating tothe proposed distribution of net cash to shareholders by way of liquidation andthe proposed cancellation of admission of Evolutec's shares from the AIM Marketof the London Stock Exchange plc (the "Circular"). This Circular was sent outafter concluding an extensive strategic review of options open to the Companyand following consultation with major institutional shareholders. The board ofdirectors ("Board") felt that the proposed distribution of net cash by way ofliquidation provided shareholders with certainty as to quantum and timing. TheCircular contained a notice of EGM to be held on Friday 6 July 2007 at whichspecial and extraordinary resolutions would have been proposed to enable theliquidation and the cancellation of admission of Evolutec's shares to AIM beimplemented (the "Resolutions"). Since sending the Circular the Board has received written confirmation fromGartmore Investment Limited ("Gartmore") that they have increased their holdingin Evolutec through market purchases and that they now hold 23.9 per cent. ofthe issued share capital of Evolutec. Furthermore Gartmore have advised theBoard that they will not vote in favour of the Resolutions. The Resolutions arespecial and extraordinary requiring the approval of three-quarters of thoseshareholders voting in person or by proxy (unless a poll is demanded, in whichcase, 75 per cent. of the votes cast in person or by proxy must be in favour ofthe Resolutions). As another institutional shareholder has indicated that ittoo will vote against the Resolutions, the Board is of the view that theResolutions will not be passed. Gartmore have proposed that Evolutec continues as a listed entity with a view toconsidering possible transactions which would involve reversing another businessinto Evolutec. Accordingly, a resolution to adjourn the EGM indefinitely willbe proposed. If passed, the Resolutions will not be put to the meeting and theEGM will be adjourned indefinitely. The regulatory team at AIM have confirmed that Evolutec will be classed as aninvestment company under the AIM Rules pending any further transaction. TheBoard intend that the investment policy of Evolutec will be to seek a singleinvestment, most probably of a UK or European business, in either thetechnology, healthcare or service related sectors. The Board believes that it,together with Gartmore, will have the necessary experience in order to evaluateany potential acquisitions and any proposed acquisition will be subject toshareholder approval. If no transaction is announced prior to the next annualgeneral meeting of the Company, the Board intends to propose a resolution atsuch meeting for shareholders to consider in relation to the future strategy ofthe Company. If any transaction is announced, such a transaction is likely tobe a reverse takeover and would be conditional on shareholder approval. Evolutecwill continue to remain as a company listed on AIM, a market operated by theLondon Stock Exchange plc. In order to minimise costs, all the directors except for David Bloxham andGraeme Hart have agreed to cease to be directors with effect from the EGM.Gartmore have proposed that Mark Hawtin and Gordon Hall be appointed asadditional directors with effect from the end of the EGM. Accordingly, MarkHawtin 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 bere-locating its registered office to 3 More London Riverside, London SE1 2AQ,United Kingdom. Evolutec is also pursuing options to divest its intellectualproperty assets. Evolutec has no other employees. Evolutec has dispatched a letter to Shareholders today, the text of which formsthe wording of the above announcement. Enquiries: Evolutec 0118 922 4480David Bloxham, ChairmanMark Carnegie Brown, Chief Executive Officer Numis Securities Limited 020 7260 1000Michael Meade Financial Dynamics 020 7831 3113David YatesBen Brewerton This information is provided by RNS The company news service from the London Stock Exchange