UPDATE 1-Blue Oar says directors willing to resign

* Says ready to convene EGM to effect board changes

* Still believes Evolve's offer undervalues the company

* Evolve shares down 15 pct, Blue Oar shares unchanged (Adds details, share movement)

Jan 8 (Reuters) - Small-cap investment bank Blue Oar Plc BLUE.L said on Thursday its board members were willing to resign and convene a general meeting, as sought by its major shareholder Evolve Capital Plc's (EVOLV.L).

The company said it would comply with its obligations to convene an extraordinary general meeting (EGM) to effect board changes and that it was in talks with Evolve to implement the resignations.

Blue Oar said it still believed that Evolve's 10.7625 pence-a-share offer undervalued the company at 17.9 million pounds ($27.18 million).

The company said it continued to explore all opportunities for the business.

Earlier on Tuesday, Evolve had called for an EGM to oust the directors saying that their involvement in a potential management buyout of Blue Oar's stockbroking arm, Blue Oar Securities, had created a potential conflict of interest.

British investment company Evolve controls 54.2 percent of Blue Oar after launching a hostile takeover bid for the firm late last year and Blue Oar investors who have not accepted its all-share offer have until Jan. 13 to do so.

Evolve had said it would pay for the reverse takeover by issuing 1,025 new shares for every 1,000 shares in Blue Oar.

The Blue Oar directors Evolve wants to remove are Chief Executive Andrew Monk, Finance Director Peter Joy, Executive Director Mark Brumby and Non-Executive Director Gordon Lawson.

At 0827 GMT, Evolve shares were indicated down 15.4 percent at 5.5 pence. Shares of Blue Oar were unchanged after closing at 5.25 pence on Wednesday. ($1=.6585 Pound) (Reporting by Srikanth Srinivasa in Bangalore; Editing by Gopakumar Warrier