Acquisition and AGM
23 11월 2009 - 4:00PM
UK Regulatory
TIDMSHCP
RNS Number : 8720C
St Helen's Capital PLC
23 November 2009
St. Helen's Capital plc
("St Helen's Capital" or the "Company")
Notice of Annual General Meeting ("AGM"), Acquisition, Proposed Change of Name
and Strategic Agreement and Directorate Changes
Acquisition
The board of directors of St Helen's Capital plc (the "Board") is pleased to
announce that, on 20 November 2009, it acquired the entire issued ordinary share
capital of Marechale Capital Limited ("Marechale"), a company wholly owned by
Patrick Booth-Clibborn and which is entitled to the benefit of all the corporate
finance advisory and capital fund raising engagements of Mr. Booth-Clibborn (the
"Acquisition"). The consideration for the Acquisition consists of: (i) an
initial cash payment of GBP12,000; (ii) subject to the passing of Resolution 4
at the AGM, the allotment and issue, credited as fully paid, to Mr.
Booth-Clibborn of up to 6,027,592 new ordinary shares of 5 pence each in the
capital of the Company (which would represent 9.9 per cent. of the Company's
issued ordinary share capital as enlarged by such issue and by the issue of the
Subscription Shares (as defined below) (the "Enlarged Share Capital")) or, in
the event that Resolution 4 is not passed, a cash payment of GBP74,049; and
(iii) a deferred payment based on a profit share of the income received by
Marechale under two specific engagements, which (if the engagements are
completed), is estimated not to exceed GBP95,000.
Since St Helen's Capital became an Investing Company on 14 September 2009, the
Board has, in its evaluation of a number of investment opportunities, been
mindful of the need to fulfil its investing strategy and ensure that any
investment is, in the Board's view, likely to deliver an acceptable return to
the Company's shareholders. It also planned to preserve the Company's EIS and
VCT qualifying status and, if possible, the Company will use its accumulated tax
losses to minimise future corporation tax payments.
Proposed Strategic Agreement
In addition, the Board is pleased to announce that it has entered into a
strategic agreement with Bluehone Holdings plc ("Bluehone"), the completion of
which is conditional upon the passing of Resolutions 4 and 5 at the AGM. The
Company has agreed to subscribe in cash for up to 7,572,543 ordinary shares of 2
pence each in the capital of Bluehone ("Bluehone Shares"), for a consideration
of GBP605,803 and Bluehone has agreed to subscribe in cash for up to
12,116,069 new ordinary shares of 5 pence each in the capital of the Company
("Subscription Shares"), for a consideration of GBP605,803 (the "Transaction").
The Transaction will be undertaken in two tranches, the first tranche will
involve the Company subscribing in cash for 3,297,514 Bluehone Shares
(representing 2.7 per cent. of the enlarged issued share capital of Bluehone)
and Bluehone subscribing in cash for 5,276,022 Subscription Shares (representing
9.9 per cent. of the then enlarged share capital). Admission of such
Subscription Shares and Bluehone Shares to trading on AIM and PLUS, respectively
is expected to take place on or before 23 December 2009. The second tranche,
which is subject to FSA approval of Bluehone as a "controller" of the Company
(within the meaning of section 422 of the Financial Services and Markets Act
2000 (as amended)), would involve Bluehone subscribing in cash for a further
6,840,047 Subscription Shares (resulting in the Bluehone shareholding being
increased to 19.9 per cent. of the Enlarged Share Capital and the Company
subscribing in cash for 4,275,029 Bluehone Shares (resulting in the Company's
shareholding being increased to 5.99 per cent. of the issued share capital of
Bluehone, as enlarged by such issue). In addition, the Company and Bluehone
have each agreed to co-operate with the other in order to identify and agree
upon appropriate opportunities and to introduce to the other appropriate
companies, investors and/or funds as so agreed. The Company believes that,
whilst non-exclusive, this strategic agreement should provide synergistic
business opportunities for both Bluehone and the Company.
Bluehone, which was re-admitted to PLUS on 11 November 2009, is the holding
company of a fund management business focused on managing small company
investment funds. Bluehone holds a 100 per cent. interest in Bluehone Investors
LLP, which currently manages two closed end investment companies, Active Capital
Trust plc and Bluehone AIM VCT2 plc. As at 30 September 2009, Bluehone had
approximately GBP59 million of funds under management. These funds are
predominately invested in companies quoted on AIM. Bluehone Investors LLP is
authorised and regulated by the FSA. Bluehone currently has two strategic
investments: a 5.3 per cent. interest in Evolve Capital plc, the AIM quoted
business which owns approximately 54 per cent. of Astaire Group plc, and a 19.9
per cent. interest in Elderstreet Investments Ltd, a private equity fund
manager.
Following the issue of the Consideration Shares and the Subscription Shares by
the Company under the Acquisition and the Transaction, the Company would have,
in issue, 60,884,767 Ordinary Shares of 5 pence each. The directors (including
Mr. Booth-Clibborn) would have an aggregate shareholding of 11,959,610 Ordinary
Shares, representing approximately 19.6 per cent. of the Company's then issued
share capital. The Company will make further announcements specifying the total
number of voting rights in the Company, when appropriate.
Directorate Changes
Mr Booth-Clibborn has been appointed to the Board and to serve as Chief
Executive Officer of the Company with effect from 20 November 2009. Patrick
Edward Booth-Clibborn, 44, has more than 22 years' corporate advisory and
broking experience, raising mainly equity finance for companies and funds,
during his career. He has worked for a number of City firms, including James
Capel, Guinness Mahon and KBC Peel Hunt and, as a director of Noble & Co, was
instrumental in building its broking business. Most recently Mr Booth-Clibborn
has been operating his business within Spayne Lindsay & Co. LLP, a consumer
focused investment banking boutique, and aims to maintain and build on this
relationship in the future for the benefit of the Company.
Subject to completion of the Acquisition and the receipt of the necessary
approvals from the Financial Services Authority, William (Bill) Brown will be
appointed to the Board as a non-executive director of the Company. Mr Brown,
46, is a Chartered Accountant and has been advising and investing in small
companies for well over 20 years. Mr. Brown co-founded Bluehone Investors LLP in
2005 and prior to this, held the position of Head of Pan European Small
Companies at ISIS Asset Management plc (now F&C Asset Management plc). He also
currently sits on the AIM Advisory Group committee of London Stock Exchange plc,
of which he is a former chairman.
Proposed Change of Name
It is proposed that the Company will change its name to Marechale Capital plc
and accordingly, amongst the resolutions included in the AGM notice sent to
shareholders today, there is a resolution to approve this change of name.
Notice of AGM
The AGM will be held at 2.30 p.m. on 17 December 2009 at the offices of St
Helen's Capital plc, 15 St Helen's Place, London, EC3A 6DE. The notice of the
AGM, which has today been sent to shareholders, will shortly be available on the
Company's website: www.sthelenscapital.com.
Mark Warde-Norbury, Chairman of St Helen's Capital, said, "We believe that now
is a good time to build a low cost investment banking operation, with the cost
base projected to be in line with that estimated for St Helen's Capital as an
Investing Company, as outlined in the circular to shareholders dated 28 August.
The Company will focus on fund raising and corporate finance transactions for
small and mid cap growth companies and funds. The Board believes that this model
has the potential to deliver good value for investors at a time of unprecedented
demand for capital from high quality businesses and should enable the Company to
take advantage of the significant opportunities that arise in the current
economic climate".
Unless expressly stated otherwise, capitalised terms in this announcement carry
the same meaning as ascribed to them in the circular sent to shareholders dated
23 November 2009.
For further information visit www.sthelenscapital.com or contact:
+--------------------+---------------------------------------+---------------------+
| St Helen's Capital | Mark Warde-Norbury, Chairman | + 44 (0)20 7628 |
| plc | | 5582 |
+--------------------+---------------------------------------+---------------------+
| | Patrick Booth-Clibborn, Chief | |
| | Executive Officer | |
+--------------------+---------------------------------------+---------------------+
| Strand Hanson | James Harris / James Spinney | +44 (0)20 7409 3494 |
| Limited | | |
+--------------------+---------------------------------------+---------------------+
Details of the current and past directorships and/or partnerships of Patrick
Booth-Clibborn are set out below in accordance with Rule 17, Schedule 2,
paragraph (g) (i) (ii) and (v) of the AIM Rules:
+---------------------------+---------------------------+---------------------------+
| | Current | Previous |
+---------------------------+---------------------------+---------------------------+
| Patrick Booth-Clibborn | Marechale Capital Limited | Spayne Lindsay & Co. LLP |
| | Traccr Limited | Noble & Company Limited |
| | | The Capital Pub Company |
| | | Plc |
| | | Accumulus Nominees |
| | | Limited |
| | | Noble Capital Limited |
+---------------------------+---------------------------+---------------------------+
+-----------------+---------------------------+----------------------------------+
| | | |
+-----------------+---------------------------+----------------------------------+
| | | |
+-----------------+---------------------------+----------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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ST Helen's Cap. (LSE:SHCP)
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