Evolve was incorporated in September 2007 in order to invest in equities, convertible or nonconvertible
debt and/or options and warrants in companies which are quoted on, or intending to join,
the PLUS-quoted market by way of an IPO. On 28 December 2007 Evolve was admitted to trading on
AIM and completed the raising of some £4 million of new equity capital.
Evolve was re-admitted to trading on AIM on 31 December 2008 following an all share offer by Evolve to acquire the entire issued and to be issued share capital of Blue Oar plc, now renamed Astaire Group Plc ("Astaire"). The offer was declared unconditional on 29 December 2008 with acceptances of 50.5% and Evolve is now the holding company of the Astaire group.
Astaire is a specialist investment banking business incorporated in England and Wales. Formed in 1995 and quoted on AIM, it is the holding company of two distinct regulated financial services businesses:
- Rowan Dartington & Company Limited (private client stockbroking
and asset management);
- Astaire Securities plc (institutional stockbroking);
Further information on Astaire can be found at www.astairegroup.co.uk
The Directors have significant expertise in operating in publicly quoted markets both as principals and
advisers and in the following sectors: financial services, leisure operations (including online), media
content provision and distribution, software, health care and natural resources. Evolve will continue to seek to invest in companies with all or some of the following characteristics:
– companies that are quoted on the PLUS-quoted market or AIM, or are currently undertaking or
intend to undertake an IPO on the PLUS-quoted market;
– companies with a market capitalisation, or anticipated market capitalisation, of less than £20 million;
– companies that operate in industries where the Directors have experience, in particular financial
services, leisure operations (including online), media content provision and distribution, software,
health care and natural resources;
– companies where the Company can take a minority stake and be an active investor; and
– companies operating in the UK.
The objective of the Board is to generate capital appreciation from investments over the medium term.
The Directors have a wide range of experience of investing in early stage and smaller companies and
recognise that such investments can carry a significant risk whilst also providing the opportunity for
significant gain. The Directors intend to minimise the risk and maximise the potential return by using
the disciplines of due diligence and corporate governance involved in obtaining a public quotation and
when investing, will identify how the Company will be able to realise its investment within a reasonable
timeframe.
The Directors believe that the PLUS-quoted market provides an ideal opportunity for pre-IPO
investment in particular as it combines the discipline included in obtaining a quotation with a cost
effective and appropriately regulated market place for smaller companies. PLUS is a recognised
investment exchange in the UK, operating both primary and secondary markets, with a current total
market capitalisation of approximately £2.3 billion. PLUS is a relatively new stock exchange for
London and the Directors will also consider the suitability of other such new markets, trading
platforms or stock exchanges in the UK should others be established in the future.
Evolve has completed three investments since its admission to AIM in December 2007. Brief details of
the investments are set out below:
Aconite Technology Limited (“Aconite”)
Aconite is a private company that has developed and is marketing a suite of open platform software
products that are designed to enable the issuers of credit cards and other plastic payment cards to
migrate to the new EMV industry standard (chip and pin) cards without the need to replace their
existing infrastructure, which was designed and installed to process and manage magnetic stripe cards.
Aconite’s software is also designed to enable card issuers to issue and manage pre-paid debitcards on
an efficient and highly cost effective basis. Evolve invested £500,000 in the ordinary share capital of
Aconite in March 2008. On the basis of the valuation at which a subsequent investment in Aconite was
made in July 2008 by Datacard Group, the world’s leading provider of payment card solutions, Evolve’s
investment would be valued at some £662,000, representing a notional uplift of £162,000.
Woodspeen Training PLC (“Woodspeen”)
Woodspeen is a training company addressing the government funded vocational training sector, with a
specific focus on the Learn Direct and Train to Gain programmes.Woodspeen’s management comprise
the previous Chief Executive and co-founder as well as the previous Finance Director of BPP, a fully
listed company and one of the UK’s leading professional training companies. Evolve invested £300,000
in the ordinary share capital of Woodspeen in January 2008. Woodspeen was subsequently admitted to
the PLUS-quoted market in March 2008 as an investment company and made its first acquisition,
Futures Training Centres Limited, in May 2008. Based on Woodspeen’s mid market share price on the
PLUS-quoted market as at 4 December 2008, Evolve’s shareholding would be valued at £787,500.
Pulse Group PLC (“Pulse”)
Pulse is positioned as a leading provider of RPO (research process outsourcing) in Asia Pacific and
services market research companies based throughout the world. Evolve initially invested £500,000 in
the ordinary share capital of Pulse in June 2008 by acquiring 9,888,888 shares and Pulse joined the
PLUS-quoted market later that month. Since then, Evolve has reduced the level of its investment
through the disposal of 6,718,888 shares and based on Pulse’s mid market share price on the
PLUS-quoted market as at 4 December 2008, Evolve’s current shareholding would be valued at
£602,479.
3D Diagnostic Imaging Plc ("3D")
3D is the holding company for Dundee based Cariescan Ltd, which has created a dental product using IP that has come out of the universities of St Andrews and Dundee. The Cariescan Pro, as it is called, is capable of detecting dental caries (tooth decay) inside a tooth more accurately than x-ray, and more safely. 3D was admitted to the PLUS-quoted market on 21st April 2009.