Marechale Cap. Regulatory News (MAC)

23 Nov 2009 07:00

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 £12,000; (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 £74,049; 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 £95,000. 

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 £605,803 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 £605,803 (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 £59 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:

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: