Disposal
21 7월 2009 - 3:00PM
UK Regulatory
TIDMSHCP
RNS Number : 9867V
St Helen's Capital PLC
21 July 2009
PRIVATE & CONFIDENTIAL
St Helen's Capital Plc
("St Helen's Capital" or the "Company")
Proposed Disposal of Business and Directorate Change
St Helen's Capital announces that on 20 July 2009 it signed heads of agreement
relating to the proposed sale, subject to contract, of its business and
associated assets (the "Disposal") to Whim Gully Capital LLP ("WGC"), which is
an FSA authorised firm and a PLUS corporate adviser and broker, for a cash
consideration of GBP250,000.
WGC is owned by Edward Vandyk, his wife, Oliver Vaughan and Oliver Cooke.
Edward Vandyk and Oliver Vaughan are directors of Evolve Capital plc ("Evolve")
and its 57% owned subsidiary Astaire Group plc ("Astaire"). WGC has entered into
heads of agreement with Evolve ("WGC Heads") whereby Evolve will have a period
of exclusivity to acquire WGC, conditional on and including the benefit of any
contract WGC enters into with St Helen's Capital. No specific terms in relation
to the proposed acquisition of WGC by Evolve are contained in the WGC Heads and
such terms, if agreed, will be determined by the independent directors of Evolve
in conjunction with Evolve's advisers and will constitute a related party
transaction under the AIM Rules for Companies. It is also probable that if the
proposed acquisition of WGC proceeds it will require the approval of Evolve's
shareholders pursuant to section 190 of the Companies Act 2006 in which case, a
circular containing further information about the proposed acquisition of WGC
and convening a General Meeting of Evolve to approve the proposed acquisition
will be sent to Evolve's shareholders.
It is envisaged that Evolve may thus acquire an enlarged PLUS advisory business
which, when the St Helen's Capital and WGC existing PLUS quoted clients are
combined, will have over 25 PLUS quoted clients and be a significant
participant in the PLUS quoted market. It is envisaged that the PLUS advisory
business acquired would trade under the St Helen's name. At the time of its
flotation on AIM in December 2007 Evolve stated its intention to focus on the
PLUS quoted market and which it has continued to pursue since its reverse
takeover of Astaire in December 2008.
The St Helen's Capital heads of agreement provide that the Disposal is subject,
inter alia, to completion by WGC of its due diligence exercise and the execution
of a definitive sale and purchase agreement ("Sale Agreement"). The heads of
agreement provide a period of 3 months' exclusivity to WGC.
The Disposal will result in a fundamental change to the business of St Helen's
Capital and would therefore be subject to the approval of the Company's
shareholders. Accordingly, as soon as reasonably practicable following the
signing of the Sale Agreement, a circular containing further information about
the Disposal and convening a General Meeting of the Company to approve the
Disposal will be sent to shareholders. If the Disposal is approved at the
General Meeting, St Helen's Capital intends to continue to be traded on AIM and
will be treated as an investment company.
St Helen's Capital also announces that, with effect from 20 July 2009, Barry
Hocken, head of the Company's PLUS Market Division, has resigned as a Director
of the Company to pursue other business interests overseas. Barry has agreed to
act as a Consultant to St Helen's Capital for a period of at least 6 months
following his resignation. Mark Anwyl will take over as head of the Company's
PLUS Markets Division.
The Directors of St Helen's Capital would like to thank to Barry for his immense
contribution to the development of the Company's PLUS Markets Division and to
wish him well for the future.
Enquiries:
St Helen's Capital Plc020 7628 5582
Mark Warde-Norbury
Strand Partners Limited (Nominated Adviser to St Helen's Capital Plc)020 7409
3490
James Harris
St Brides Media & Finance Ltd (Financial PR to St Helen's Capital Plc)
020 7236 1177
Susie Callear
Whim Gully Capital LLP / Evolve Capital PLC020 7448 4400
Edward Vandyk
Fairfax I.S. PLC (Nominated Adviser to Evolve Capital PLC)
Adam Hart and Jeremy Porter020 7598 5368
Maitland (Financial PR to Evolve Capital PLC)
Neil Bennett and George Hudson
020 7379 5151
This information is provided by RNS
The company news service from the London Stock Exchange
END
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