Acquisition
eVestment Company PLC
4 September 2000
The eVestment Company plc
('eVestment' or 'the Company')
The eVestment Company agrees Heads of Terms with Christows
Introduction
The eVestment Company plc is pleased to announce that,
following signature of heads of terms, it has agreed in
principle to acquire Christows Group Ltd ('Christows'). The
acquisition is subject to contract and a number of
conditions, including approval by the shareholders of both
companies, satisfactory due diligence and transaction
structure.
Consideration
It is proposed that the Company will allot 391,434,309
ordinary shares of 1p each, credited as fully paid at a
price of 10p per share, for the entire fully diluted share
capital of Christows. These shares will represent
approximately 40% of the Company's issued and to be issued
share capital following the acquisition. As a consequence,
shareholders' approval will also be sought for a whitewash
within the meaning of the City Code on takeovers and
mergers. The total consideration for the acquisition of
Christows will therefore be £39,143,431.
The key executive team of Christows have all agreed to be
subject to lock in provisions amounting to a significant
majority of the consideration.
Summary of the business
Christows Group Ltd (CGL) was established in May 2000
following the merger of John Duncan & Co Ltd and Christows
Holdings Ltd. Currently the group has 85 staff and advises
approximately 3,500 clients with c. £500 million of funds
under management.
Christows was established in Exeter in 1991 and is now one
of the leading firms of portfolio managers and stockbrokers
in the West of England, a favoured area of UK retirees. It
is a member firm of the London Stock Exchange and is
regulated by the SFA. It also has offices in Bournemouth,
where its head office is located and in the City of London.
It has established a fund management operation in Dublin.
John Duncan & Co Ltd was formed in 1993, initially as a
management consultancy, to provide business advice to small,
in the main, private companies. Unusually at the time the
firm took carried interests in its clients in lieu of fees
and has successfully developed a portfolio of investments.
In 1994, a subsidiary was set up, Bow Lane Capital Limited
(now called Christows Capital), to provide corporate finance
advisory services regulated by the SFA.
Reasons for the transaction
The Company has stated its intention of becoming a leading
provider of principal investment and advisory services. The
acquisition of Christows furthers that aim and gives
eVestment an excellent platform from which to evolve into an
investment banking business. eVestment intends to change its
name to Christows PLC and provide a range of broking,
advisory and asset management services as well as continuing
to invest in high growth opportunities. Christows'
substantial portfolio of quoted and unquoted investments
complements the new economy investments of the Company.
New Board Members
Following completion of the acquisition of Christows it is
proposed that Duncan Abbot, John Gunn and Michael Phillips,
who are all currently board members of Christows, will join
the board.
A circular to shareholders will be dispatched in due course
providing full details of the proposed transaction.
Chris Roberts, Chief Executive of eVestment commented:
'We are very excited to have agreed terms on joining with
Christows which provides us with a complementary skillbase
and the ability to offer a comprehensive service to growth
companies, from early stage investment through to
flotation'.
Duncan Abbot, Chairman of Christows commented:
'We have been working to turn Christows into a broadly
based investment house. Joining with eVestment gives us
access to additional capital that will enable us to expand
further our activities into the areas of private equity,
fund management and stockbroking. We are confident that the
combination of talent, deal flow and capital will create an
exciting future for the enlarged company.'
For further information please contact:
Chris Roberts, The eVestment Company plc 020 7937 4445
Duncan Abbot, Christows 020 7444 1730
Nick Oborne, Square Mile 020 7601 1000
Notes to Editors:
eVestment invests in and takes an active development role in
young technology and e-commerce related businesses. Current
investments include 5GM, Web2p.com, Sellso, 4HighTech,
Educentre, Sharepeople, 18Global.com, iDefense, Kapok,
Mightymatch, Unicaworld, Worldoftraining.com, Easier.co.uk,
Wavesystems, IT Outpost, Callserve, WinWin, MusicUnsigned,
Statpro, Grouptrade, G-E-T.com, Medexonline, Sunblush
Technologies and Time4Net. To date, Gameplay.com,
Freecom.net and Pure Entertainment Games (investments no
longer held) and Wave Systems Corporation, Statpro and
Easier (investments still held) have floated.
The eVestment management team, lead by Oliver Vaughan,
Chairman, and Christopher Roberts, Chief Executive, has
strong investment and management experience. Oliver Vaughan
is and has been a Director of a number of companies with a
technology focus, including Redstone Telecom and Retail
Decisions. Oliver was formerly on the Board of Internet
Technology group, before it was acquired by Concentric.
eVestment was formed in 1997 and floated on AIM later that
year. It raised £10.1million before costs in December 1999
to provide funds for further investment and a further
£44million before costs in February 2000.