Bluehone Holdings Plc
LSE : BLUP

November 23, 2009 02:00 ET

Strategic Investment in St Helen's Capital Plc and Issue of Equity

                                         Bluehone Holdings plc
                                     ("Bluehone" or the "Company")

                  Strategic Investment in St Helen's Capital Plc and Issue of Equity

Bluehone  is  pleased  to announce that it has entered into a strategic partnership  with  St  Helen's
Capital  Plc  ("SHC") whereby it has conditionally agreed to subscribe in cash for  a  19.9  per  cent
shareholding in SHC and issue for cash new ordinary shares in Bluehone to SHC.

Bluehone  has agreed, subject to the resolutions set out in the SHC circular referred to  below  being
passed by its shareholders, to acquire up to 12,116,069 ordinary shares of 5 pence each in the capital
of  SHC  ("SHC Shares") for a consideration of £605,803 and SHC has agreed to acquire up to  7,572,543
ordinary  shares of 2 pence each in the capital of the Company ("Bluehone Shares") for a consideration
of £605,803 (the "Acquisition"). The Acquisition will be undertaken in two tranches, the first tranche
will involve SHC 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 SHC  Shares,
(representing  9.9 per cent. of the enlarged share capital of SHC). Admission of such SHC  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
SHC  (within the meaning of section 422 of the Financial Services and Markets Act 2000 (as  amended)),
will  involve  Bluehone  subscribing in cash for a further 6,840,047  SHC  Shares  (resulting  in  the
Bluehone  shareholding being increased to 19.9 per cent. of the issued share capital of  SHC  at  that
time,  as enlarged by such issue) and SHC subscribing in cash for 4,275,029 Bluehone Shares (resulting
in the SHC's shareholding being increased to 5.99 per cent. of the issued share capital of Bluehone at
that time, as enlarged by such issue).

It  was  also  announced today that SHC has signed an agreement to acquire the entire issued  ordinary
share  capital  of Marechale Capital Limited ("Marechale"), a company wholly owned by  Patrick  Booth-
Clibborn  (the  "Transaction") and which is entitled to benefit in certain corporate finance  advisory
and capital fund raising engagements of Mr. Booth-Clibborn.

Following  completion of the Transaction, and subject to the receipt of the necessary  approvals  from
the Financial Services Authority, Mr Booth-Clibborn will be appointed to the Board of SHC to serve  as
Chief  Executive Officer. It is also proposed that SHC will change its name to Marechale  Capital  plc
and accordingly a circular has today been sent to its shareholders containing amongst other matters  a
resolution to approve this change of name. Subject to the receipt of the necessary approvals from  the
Financial  Services Authority, William (Bill) Brown (Executive Director of Bluehone) will be appointed
to the Board of SHC as a non-executive director.

The  Directors  of  Bluehone believe that the strategic cross holding with SHC will  encourage  mutual
business development and enhance the opportunities for each company. Marechale intends to build a  low
cost  investment  banking operation primarily focused on growth companies and  funds  in  the  private
equity space.

Bill Brown, Executive Director of Bluehone, commented:
"This  agreement fits our strategic objective of investing in attractive financial services companies.
It  complements our core business of fund management and the new Marechale business will also  benefit
from our relationships with Evolve Capital Plc and Elderstreet Investments Limited."

Pursuant to a lock-in agreement, Bluehone has agreed not to sell its 12,116,069 ordinary shares in SHC
for two years from the date of completion and a similar lock-in agreement is in place for the Bluehone
Shares to be held by SHC.


Enquiries:

Bluehone Holdings plc
John Wheatley                              07836 601938
Bill Brown                                 020 7496 8929

FinnCap
Charles Cunningham              020 7600 1658
Ed Frisby

Contact Information

  • Bluehone Holdings Plc