News blog

Evolve Capital

  • BY: Andrew Hore |
  • POSTED: 24/08/2010 |

A general meeting has been requisitioned at Evolve Capital in order to remove Oliver Vaughan from the board.

Former Astaire corporate finance executive Olly Cairns and GHC Nominees Ltd are behind the requisition. They own a total of 5.79% of Evolve, although that is before any shares are issued through an open offer.

In order to raise £1m, the investment company offered shareholders nine new shares for every eight existing shares at 0.5p each so this could heavily dilute the stake of Cairns and GHC depending on the take up. 

Earlier today, Evolve set a new date for tomorrow’s general meeting, which had to be adjourned because of mistakes in the documentation sent to shareholders. The resolutions did not include one to subdivide the share capital and reduce the nominal value of an ordinary share from 1p to 0.1p.

The new date is 8 September and this will mean that any shares taken up in the open offer, which closed earlier today, will not be issued and start trading until the 9 September.

That meeting will be before any requisitioned general meeting and it could allow or block the issue of a significant number of new shares.

Oliver Vaughan owns 8.71% of the existing share capital of Evolve and he is deemed to be acting in concert with Tom Vaughan, Edward Vandyk, David Snow, HSBC Global Custody Nominee (UK) Ltd and Kimono Investment, which will subscribe for loan notes to make up any shortfall in the open offer cash call. In all, the concert party owns just over 30% of the existing share capital.

Kimono, which gets a flat fee of £10,000 for effectively underwriting the open offer, is a British Virgin Islands-registered investment company where Oliver Vaughan’s children Jamie, Jeremy and Tara are the beneficial owners. 

This gives Vaughan a strong power base to help him fight off the rebels.

Cairns is currently employed by Australian corporate finance business Pursuit Capital. He would have worked with Vaughan for much of his time at Astaire/Blue Oar/Corporate Synergy.

At 1p a share, Evolve is currently valued at £1.78m.

Evolve is the majority shareholder of Aim adviser Astaire, where rebels have also requisitioned a general meeting.

Download the August edition of AIM Journal at http://www.hubinvest.com/AIMPDFAugust2010_11.pdf

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