Evolve Capital PLC

Evolve Capital PLC

Full Description

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, subsequently renamed Astaire Group Plc.

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, tradingplatforms 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’sinvestment 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.

St Helens Capital Partners LLP

St Helens Capital Partners LLP is a dedicated adviser to small companies looking to raise funds or seek admission to PLUS Markets.  It is also the largest PLUS Corporate Adviser by number of clients.  St Helens Capital is an innovative and respected PLUS Corporate Adviser.  It has been responsible for the first Israeli, Indian and Malaysian companies to be floated on PLUS and was named as “PLUS Corporate Adviser of the Year” in 2007, 2008 and 2010.  The St Helens Capital team has extensive experience across the small cap arena, as entrepreneurs, plc directors, advisers, market participants and as regulators.

Bluehone Holdings Plc

Bluehone was incorporated on 30 July 2004 and acquired Bluehone Investors on 21 August 2009.  Bluehone Investors is a fund management company focussed on managing small company investment funds.  Through Bluehone investors, Bluehone currently manages two closed end investment companies which are listed on the London Stock Exchange.  As at 30 September 2009, Bluehone had approximately £59 million of funds under management.  These funds are predominately invested in companies listed on AIM.  Bluehone Investors is authorised and regulated by the FSA. Bluehone intends to expand the size, scale and areas of its operation through launching new funds of its own, acquiring fund management mandates and through strategic acquisitions.


Venture Capital

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