Acquisition, etc

EVC Christows PLC
2 March 2001

                              EVC CHRISTOWS PLC


      Acquisition, variation of rights attaching to Warrants and Further
Subscription Rights, proposed change of name, 1 for 10 Ordinary Share and 2.5p
           Warrant consolidation and agreement with Oliver Vaughan



Highlights


        *     Conditional acquisition of Evolution Capital Limited

        *     Strengthening of the Board with key Evolution directors

        *     Accelerated discounted exercise of all remaining
              Warrants and Further Subscription Rights

        *     1 for 10 Ordinary Share and 2.5p Warrant consolidation

        *     Change of name to The Evolution Group Plc

        *     EGM and meeting of 2.5p Warrantholders convened for 26
              March 2001

Commenting on today's developments Alex Snow, group Chief Executive stated:

'The proposals we are now putting forward are of vital significance to the
group as it moves forward with its stated strategy. The team at Evolution
brings a high level of intellectual capital, corporate implementation and
disciplined research expertise to our private and public equity group.
Evolution's key sectors of interest and expertise include nanotechnology,
wireless telecommunications, emerging engineering technology and other
enabling technologies. The acceleration of the exercise date of the warrants
and further subscription rights to 6 April 2001 is clearly critical to
complete this vital acquisition and to allow the group to implement its key
objectives.


We have experienced extraordinary capital markets in the last 12 months.
During that time we acquired Christows, a growing retail stockbroker and
wealth management business and now through the acquisition of Evolution we are
acquiring a disciplined and credible team that provides significant value to
our portfolio and strategic expertise in the key areas of enabling and
destructive technologies that we believe will generate significant growth over
the next five years for the group.


Evolution Capital has already initiated and in-depth and far reaching analysis
of the private equity portfolio that was eVestment, and is at an advanced
stage in reporting its findings back to the Board. Clearly the research
discipline of Evolution Capital is a vital turning point in focussing our
investment horizon and critical for the new strategy.'



Further enquiries:     Alex Snow - Chief executive          020 7444 1730

                       Adrian Graham - Finance Director     020 7937 4445



Definitions set out in the Company's circular dated 2 March 2001 apply
throughout the following announcement. Copies of the circular are being posted
to Shareholders today and will be available for a period of one month from
today's date from the Company's registered office at 223A Kensington High
Street, London, W8 6SG.



1.     Background to the Proposals


Further to the announcement made on 8 February 2001, the Company announces
that it has conditionally acquired 99.4 per cent. of the issued share capital
of Evolution Capital Limited. The remaining 0.6 per cent. of Evolution is held
by Oliver Vaughan, and is expected to be dealt with separately as described
below.


The consideration for the Acquisition is the issue to the Vendors of up to a
total of 21,739,130 New Ordinary Shares (of which 4,287,373 New Ordinary
Shares will be reserved for issue in connection with the rollover of options
held in Evolution, as described below) valuing Evolution at a total of £12.5
million. Under the AIM Rules, this transaction does not of itself require the
approval of Shareholders. However the Vendors have agreed to sell Evolution on
condition that the terms of the 2.5p Warrants, the 1p Warrants (together the
'Warrants') and the Further Subscription Rights ('FSRs') are amended on the
basis outlined below. Shareholders and 2.5p Warrantholders who received the
circular dated 26 October 2000 in connection with the acquisition of Christows
Group Limited may recall the Board's own concern about the continued existence
of those rights and Oliver Vaughan undertook then to make further proposals to
resolve the issue. In particular the Board has become concerned that the
continued existence of the Warrants and the Further Subscription Rights is not
only confusing to Shareholders and potential investors, but has also given
rise to a material disincentive to creating and issuing options with which to
attract and incentivise senior management. As the Company pursues its strategy
to become a provider of principal investment, research, due diligence and
advisory services, the need for such incentivisation becomes all the more
pressing. It is the Board's strongly held view that without the full
implementation of the Proposals now being put to Shareholders, the development
of the Company in line with its chosen strategy will be seriously impaired.
The proposed acquisition of Evolution, and the attitude of the Vendors to the
continued existence of the Warrants and the Further Subscription Rights, both
underlines the issue and gives us the opportunity to resolve it.

It is now proposed to deal with the Warrants and FSRs by shortening the period
in which the rights attaching to the Warrants and the FSRs can be exercised so
that it ends on 6 April 2001, whilst reducing the exercise price by factors of
90 per cent. and approximately 78 per cent. respectively, the difference
reflecting the earlier current final exercise date of the FSRs as compared to
the Warrants. These changes will require the approval of Shareholders and 2.5p
Warrantholders. Chris Roberts and Adrian Graham each hold 3.2 million 2.5p
Warrants and Tom Vaughan (who has been a director within the last year) holds
12.4 million 2.5p Warrants. Accordingly, the making of and acceptance of the
Proposals in relation to the 2.5p Warrants by the Company to such Directors
and former director constitutes a related party transaction for the purposes
of the AIM Rules. Chris Roberts and Adrian Graham have therefore taken no part
in the deliberations of the Board relating to the Proposals or the Board's
recommendation of the Proposals to Shareholders and 2.5p Warrantholders.
Whilst the terms of this arrangement will, if approved, result in the Company
foregoing approximately £2.78 million in cash which it would otherwise receive
pursuant to a normal exercise of the Warrants and FSRs, in view of the
Company's current cash surplus and the need to create suitable means of
incentivisation for senior management, as referred to above, the Independent
Directors are of the opinion that the benefits of the early removal of such
Warrants and FSRs outweigh the cash foregone.


The Board also considers that now is an opportune time to effect a
consolidation of the Company's ordinary share capital, and to change the name
of the Company to a name which incorporates the 'Evolution' brand. It is also
now proposed that the 2.5p Warrants be consolidated on the same basis as the
ordinary share capital, pending the lapse of the 2.5p Warrants (or the
Adjusted 2.5p Warrants, following the date of the EGM and the 2.5p
Warrantholders' Meeting), which is expected to take place on 6 April 2001.


Section 320 of the Companies Act applies to the proposed purchase by the
Company from Oliver Vaughan of his 0.6 per cent. interest in Evolution, and
accordingly no agreement can be reached with Mr Vaughan without the prior
approval of Shareholders. This will be sought at the EGM, and Mr Vaughan has
agreed in principle that he will enter into an agreement to sell his shares in
Evolution to the Company on the same terms as the Vendors. Accordingly Mr
Vaughan has taken no part in the deliberations of the Board relating to the
Proposals or the Board's recommendation of the Proposals to Shareholders and
2.5p Warrantholders.

2.      Details on the Acquisition

Evolution is an independent company which provides research, strategic advice
and proprietary funding for private and public companies seeking to identify
and develop new enabling technologies capable of global commercial
exploitation. Evolution's key sectors of interest and expertise include
nanotechnology, wireless telecommunications, emerging engineering technology
and other enabling technologies. The Company has consistently stated its
intention to become a leading provider of principal investment, research, due
diligence and advisory services (to private and public companies). The
acquisition of Evolution significantly achieves that aim and gives EVC
Christows the platform from which to develop its activities into investment
banking. Evolution was incorporated in February 2000 and has not yet produced
any audited financial statements.

The agreement for the acquisition of the shares in Evolution (other than those
held by Mr Vaughan) is conditional on, inter alia, the approval by
Shareholders of the resolution relating to the share consolidation and the
amendments to the Warrants and FSR instruments required to effect their early
exercise, and the approval by 2.5p Warrantholders of the resolution in
relation to the amendments to the 2.5p Warrant Instrument. Subject to
satisfaction of the various conditions, the Company will on completion of the
Acquisition allot the vendors 17,344,573 New Ordinary Shares, credited as
fully paid at a price of 57.5p (being the mid-market closing price of the
Ordinary Shares on 7 February 2001 of 5.75p, as adjusted for the Share
Consolidation) for the current issued share capital of Evolution. These shares
represent 15.7 per cent. of the Company's issued share capital following the
Acquisition, assuming full exercise of the Warrants and FSRs.


At the present time there are outstanding options over 4,000 shares in
Evolution (the 'Evolution Options') which will be rolled into new options in
the Company under a new scheme, the EVC Christows Evolution Acquisition Scheme
('the Acquisition Scheme'). The effect of deferring the exercise of the
options is to reduce the initial consideration to be paid for Evolution from £
12.5 million (as stated in the original announcement of the Acquisition on 8
February 2001) to £10.03 million. Under the Acquisition Scheme, a total of
4,287,373 New Ordinary Shares have been reserved for issue to the holders of
the Evolution Options under the rolled over options and the exercise price
will be 1p per New Ordinary Share. No further options will be granted under
the Acquisition Scheme.

Assuming all the options granted under the Acquisition Scheme are duly
exercised, the total number of New Ordinary Shares issued in connection with
the issued and to be issued share capital of Evolution will be 21,739,130
(including those shares to be allotted to Mr Vaughan subject to Shareholders'
approval) representing an aggregate price of £12.5 million based on a
valuation of 57.5p per New Ordinary Share. These shares represent 19.6 per
cent. of the Company's issued share capital following the Acquisition,
assuming full exercise of the Warrants and FSRs.


Richard Griffiths, James Chilcott (both of whom are Proposed Directors),
together with one other significant shareholder of Evolution have agreed to be
subject to a lock in provision for a period of two years from completion of
the Acquisition in respect of a total of 8,038,827 New Ordinary Shares. All
holders of the Evolution Options have agreed to be bound in the same terms in
respect of any New Ordinary Shares acquired by them pursuant to the
Acquisition Scheme.


Application has been made for the New Ordinary Shares, including those shares
to be allotted in respect of the initial consideration for the Acquisition,
and the Adjusted 2.5p Warrants to be admitted to trading on AIM. Dealings in
the New Ordinary Shares and the Adjusted 2.5p Warrants are expected to
commence on 27 March 2001.


3.      The Share Consolidation

The Board believes that it is now appropriate to reduce the number of shares
in issue for several reasons, notably the level of costs associated with
maintaining such a large number of shares and in an effort to reflect the
changing nature of the shareholder register, which the Board believes is
taking on an increasingly institutional bias. The Board has also become
concerned by the volatility of the Company's share price which is believed,
inter alia, to be a function of being a 'penny share'. Such volatility
obviously presents a distinct difficulty when seeking to offer the Company's
shares as acquisition consideration.


Taking into account the proposed variations of the various Warrant instruments
and the FSRs, your Board is recommending a share consolidation on the
following basis:


        For every 10 Ordinary Shares currently held, a Shareholder will
        receive 1 New Ordinary Share and 1 Deferred Share.


The Deferred Shares will have no commercial value and no application will be
made for them to be admitted to trading on AIM or any other exchange. No
certificates for Deferred Shares will be issued and in due course it is
intended to make an application to the Court for their cancellation.


Any fractional entitlements to New Ordinary Shares arising on the Share
Consolidation will be aggregated and will be sold in the market and the
proceeds of such sale (less any expenses, including value added tax, thereon)
retained for the benefit of the Company (unless any Shareholder's entitlement
exceeds £3.00, in which case the proceeds will be remitted to the Shareholder
concerned). The Share Consolidation will be carried out after close of
business on 26 March 2001, the day of the EGM

4.     The 2.5p Warrant Consolidation


Subject to the passing of the relevant resolutions at the EGM and the 2.5p
Warrantholders' Meeting the 2.5p Warrants will also be consolidated on the
same basis as the New Ordinary Shares. Following the EGM each 2.5p Warrant
will be consolidated on the basis of:


        For every 10 2.5p Warrants currently held, a 2.5p Warrantholder will
        receive 1 Adjusted 2.5p Warrant.


Any fractional entitlements to Adjusted 2.5p Warrants will be ignored. The
consolidation of the 2.5p Warrants will be carried out after close of business
on the day of the EGM.


5.      Details on the accelerated discounted exercise of Warrants and FSRs


For the reasons given above, it is now proposed to accelerate the date on
which the 2.5p Warrants, 1p Warrants and FSRs will expire to 6 April 2001. In
consideration of this change, it is proposed to reduce the subscription price
per ordinary share by a factor of 90 per cent. in the case of the Warrants and
approximately 78 per cent. in the case of the FSRs as follows:


        For every 10 2.5p Warrants currently held (or for every Adjusted 2.5p
        Warrant held after the consolidation), the holder will be entitled to
        subscribe for 1 New Ordinary Share at 2.5p prior to 6 April 2001,
        failing which the entitlement will lapse


        For every 10 1p Warrants currently held, the holder will be entitled
        to subscribe for 1 New Ordinary Share at 1p, prior to 6 April 2001,
        failing which the entitlement will lapse


        For every 10 FSRs currently held, the holder will be entitled to
        subscribe for 1 New Ordinary Share at 17.16p and 4 New Ordinary Shares
        at 2.5p, by 6 April 2001, failing which the entitlement will lapse.


All the holders of the 1p Warrants and the FSRs have agreed to these changes,
and to exercise in full their rights on the amended terms, subject to the
passing of the relevant resolution at the EGM and not to dispose of their New
Ordinary Shares for a further year without the consent of the Board, such
consent not to be unreasonably withheld or delayed.


The variation of the 2.5p Warrant Instrument requires the approval of 2.5p
Warrantholders by a majority of 75 per cent. Persons (including directors and
those connected with them) holding 18.8 million 2.5p Warrants (being 45.8 per
cent. of the 2.5p Warrants) have irrevocably undertaken to vote in favour of
the 2.5p Warrantholders' Resolution, and, subject to the passing of the
relevant resolutions by Shareholders and 2.5p Warrantholders, to exercise in
full their 2.5p Warrants on the amended terms and not to dispose of their New
Ordinary Shares for a further year without the consent of the Board, such
consent not to be unreasonably withheld or delayed.


Holders of 2.5p Warrants (or Adjusted 2.5p Warrants following the date of the
EGM and the 2.5p Warrantholders' Meeting) should appreciate that if the
Proposals become effective their rights will lapse on 6 April 2001 if not
previously exercised. Until that date the 2.5p Warrants (or Adjusted 2.5p
Warrants following the date of the EGM and the 2.5p Warrantholders' Meeting)
will continue to be traded on AIM. However, as soon as practicable after that
date the Company will apply to the London Stock Exchange for cancellation of
trading in the Adjusted 2.5p Warrants.


6.     Change of name


The Board considers the acquisition of Evolution to be a significant milestone
in the development of the Company and therefore that the name of the Company
should be changed to incorporate the 'Evolution' brand. Accordingly a special
resolution to change the name of the Company to The Evolution Group Plc will
be proposed at the EGM.


The 'Christows' name will remain the name for the Company's core branded
retail stockbroking and fund management business, enabling it to retain and
build its distinct and separate status under the 'Christows' banner. Changing
the Company's name to The Evolution Group Plc is intended to allow the rest of
the business to develop under the 'Evolution' brand, which will continue to
develop Evolution's own research and corporate finance activities as well as
its principal investment capabilities.


7.      Agreement with Mr Vaughan


Oliver Vaughan, the Company's Chairman holds approximately 0.6 per cent. of
the issued share capital of Evolution. Although he has agreed in principle to
sell these shares to the Company on the same terms as the rest of the Vendors,
such a sale requires the prior approval of the Shareholders under Section 320
of the Companies Act, which will be sought at the EGM. The principal term of
the proposed arrangement with Mr Vaughan is that he will sell, and the Company
will purchase, his shares in Evolution in consideration for the issue of
107,184 New Ordinary Shares. It is intended that the contract with Mr Vaughan,
subject to its approval by Shareholders, will be signed once the agreement for
the Acquisition is unconditional save as to admission of the New Ordinary
Shares to AIM, with both agreements being completed simultaneously.


8.      Board changes

Further to the recent announcements concerning the composition of the Board,
conditional on the Acquisition becoming unconditional in all respects, Richard
Griffiths, James Kenny and James Chilcott of Evolution will join the Board. At
the same time Chris Roberts and Jackie Donnelly will resign from the Board and
leave the Company. The Board would like to take this opportunity to thank both
of them for the very considerable contribution they have made to the Company.


Richard Griffiths is the Chairman and a founding shareholder of Evolution. Mr
Griffiths has extensive experience of company management, equity sales and
trading and has also been an active investor in small and emerging companies,
particularly in the hi-tech sector. Mr Griffiths has been a director of a
number of private and publicly owned companies including Osmetech Plc where he
was primarily responsible for its refinancing. Mr Griffiths previously acted
as a director of the Dragon Special Situations Corporation and as joint
investment manager of The Marlborough UK Equity Growth Fund.


James Kenny is the Chief Executive Officer and a founding shareholder of
Evolution. Mr Kenny has over 15 years' experience advising entrepreneurs and
private and public companies on all aspects of corporate development and the
equity capital markets. Mr Kenny has previously worked with Natwest Plc,
Smurfit Group Plc, ABN AMRO Corporate Finance and most recently was a director
of ABN AMRO Rothschild, the equity capital markets joint venture of NM
Rothschild & Sons Limited and ABN AMRO Bank NV. While at ABN AMRO Rothschild,
Mr Kenny had responsibility for all aspects of ABN AMRO Rothschild's primary
equity capital markets activities in a number of European countries where he
acted as a team leader on a number of major primary, secondary and
privatisation offerings. Mr Kenny has a Bachelor of Commerce and a Master of
Business Studies (Finance) from University College Dublin.

James Chilcott is the Managing Director and a founding shareholder of
Evolution; he also runs Evolution's Research Department. Most recently Mr
Chilcott worked for Merrill Lynch Investment Managers (previously known as
Mercury Asset Management) where he was a member of their internal strategy
team. During his time with the team, he helped develop the organisation's
on-line asset management strategy, and advised senior management on the
deployment of new technologies. Mr Chilcott has also worked at Arthur D
Little, a strategic technology consultancy, where he advised and implemented
strategies for a number of blue chip clients. Mr Chilcott has a BSc. (Econ)
from Cardiff University and an M. Phil from Cambridge University.


On completion of the Acquisition it is intended that Mr Vaughan will step down
as chairman to become a non-executive Director and Alexander Snow will become
chairman as well as chief executive. The Board intends in due course to
appoint a non-executive chairman at which point Alexander Snow will relinquish
that role. Accordingly, following the Proposals the Board will comprise the
following:

Alexander Snow - Chairman and Group Chief Executive

Richard Griffiths - Executive Deputy Chairman

James Chilcott - Executive Director (Research)

Adrian Graham - Finance Director

James Kenny - Executive Director (Corporate Finance and Private Equity)

Michael Read - Executive Director (Fund Management)

John Gunn - Non executive Director

Oliver Vaughan - Non executive Director

Further details on the Proposed Directors and details of their proposed
service contracts are set out below.

9.     Recommendation

The Independent Directors, who have been so advised by Peel Hunt, consider the
Proposals to be in the best interests of the Company, its Shareholders and
holders of Warrants. In providing its advice Peel Hunt has taken account of
the Independent Directors' commercial assessment of the Proposals.
Accordingly, the Independent Directors unanimously recommend Shareholders to
vote in favour of the resolutions to be proposed at the EGM, as they intend to
do in respect of their own shareholdings amounting in aggregate to 74,053,562
Ordinary Shares, representing approximately 9.6 per cent. of the issued
ordinary share capital of the Company.


The Independent Directors also unanimously recommend that the 2.5p
Warrantholders vote in favour of the resolution to be proposed at the 2.5p
Warrantholders' Meeting. The Directors have received irrevocable undertakings
from Chris Roberts, Adrian Graham and Tom Vaughan, who together hold an
aggregate of 18,800,000 2.5p Warrants (representing 45.8 per cent of the total
number of outstanding 2.5p Warrants) to vote in favour of the 2.5p
Warrantholders' Resolution.


As explained above, the making of, and acceptance of the Proposals in relation
to the 2.5p Warrants by the Company to Chris Roberts, Adrian Graham and Tom
Vaughan constitutes a related party transaction for the purposes of the AIM
Rules. The Independent Directors, having consulted with Peel Hunt, consider
that the terms of such transaction are fair and reasonable insofar as
Shareholders and 2.5p Warrantholders are concerned.

10.     Further details of the Proposed Directors


The Proposed Directors currently hold the following directorships and
partnerships and have held the following directorships or partnerships within
the five years prior to the publication of this announcement:


Richard Ian Griffiths (aged 34)

                Current: Evolution Capital Limited, Nanomat Limited,
                Pinkeys Limited, First Beacon Investments Limited, Iron County
                Limited, EVO 1 Incorporated

Past:           Osmetech Plc, Dragon Special Situations Fund


James Edward Chilcott (aged 30)

                Current: Asian Technology Investment Trust, Evolution
                Capital Limited, Evolution Capital Finance Limited

Past:           None


James Kenny (aged 35)

                Current: Firestone Diamonds plc, Evolution Capital
                Limited, Evolution Capital Finance Limited, EVO 1 Incorporated

Past:           ABN AMRO Rothschild, ABN .AMRO Corporate Finance (Ireland)
                Limited


No Proposed Director:


(i)      has any unspent convictions in relation to indictable offences;

(ii)      has become bankrupt or entered into any voluntary arrangements;


        (iii)      has been a director of any company or partner of any firm
        which, at the time or within 12 months of ceasing to be a director or
        partner (as the case may be), had a receiver appointed or was
        liquidated or went into administration, or entered into company or
        partnership voluntary arrangements or made any composition or
        arrangement with its creditors;

        (iv)      has had any public criticism against him by statutory or
        regulatory authority (including a recognised professional body) or has
        ever been disqualified by a Court from acting as a director of a
        company or from acting in the management or the conduct of the affairs
        of a company; or

        (v)      has been involved in any receivership of any of his assets or
        of any assets of a partnership of which he was a partner at the time
        of or within 12 months preceding such events.


11.     Service Contracts of the Proposed Directors


On completion of the Acquisition each of the Proposed Directors will enter
into a service contract with the Company, the principal terms of which, in
each case, are as follows:


(i)      a salary of £140,000;

(ii)     participation in the Company's medical expenses and life insurance
         schemes;

(iii)    entitlement to an annual discretionary bonus;


        (iv)entitlement to a motor vehicle with an annual leasing cost
            not exceeding £10,000, or a cash equivalent; and

(v)      a notice period of one year at any time.