Greener House Investments Plc
LSE : GHIP

September 14, 2010 02:00 ET

Greener House Investments Plc: Restoration of Trading to PLUS, Acquisition and Notice of General Meeting

                                    GREENER HOUSE INVESTMENTS PLC
                                                   
               RESTORATION OF TRADING TO PLUS, ACQUISITION AND NOTICE OF GENERAL MEETING


Pursuant to the announcement made by the Company on 29 March 2010, in respect of the Company's initial
investment  into Fresh T Limited, the Board of Greener House Investments ("Greener House") is  pleased
to  announce that it has today sent a circular to Shareholders seeking their approval to, inter  alia,
acquire  the remaining issued share capital of Fresh T Limited.  The circular constitutes an Admission
Document  for the purposes of the PLUS Rules for Issuers and as such trading in the Company's existing
shares will commence with immediate effect.

Set  out below is a summary and extracts of the information contained in the Admission Document.   The
full document is available on the PLUS website and a hard copy is available from the offices of Daniel
Stewart & Company plc, Becket House, 36 Old Jewry, London, EC2R 8DD.


INTRODUCTION
On  29 March 2010, the Company announced that it had made an initial investment of £300,000 in FreshTL
matching  a  simultaneous  investment in that company by the North  West  Venture  Capital  Loan  Fund
("NWVCLF") and had entered agreements to acquire the entire issued share capital of FreshTL subject to
shareholder approval.

The Acquisition will be carried out pursuant to:

(i)  the  terms  of the Acquisition Agreement, under which the Company has agreed to (a)  acquire  the
entire issued ordinary share capital of FreshTL from the Vendors for a consideration of £900,000 to be
satisfied by the issue and allotment, credited as fully paid, of the First Consideration Shares to the
Vendors; and (b) grant to the Vendors, the Vendors Warrants; and

(ii)  the terms of the Investment and Transfer Agreement, pursuant to which the Company has agreed  to
(a)  make a further investment with NWVCLF in FreshTL A Shares of an amount equivalent to the  Placing
Proceeds  (provided that NWVCLF's investment will be capped at £300,000 and should the  Placing  raise
more  than  £300,000 then the Company will have the option to invest such further amount and  NWVCLF's
investment  will  be reduced by such further amount in excess of £300,000 (or such  lesser  amount  as
agreed between the parties)) and (b) acquire all of the FreshTL A Shares held by NWVCLF following such
investment.  The  consideration for such acquisition from NWVCLF will be satisfied by  the  issue  and
allotment, credited as fully paid, of the Second Consideration Shares to NWVCLF. Following  the  issue
and  allotment  of  the  First  Consideration Shares and the Placing Shares,  the  Vendors  will  hold
209,964,200 Ordinary Shares representing 63.63 per cent. of the Enlarged Share Capital.

Following  the issue and allotment of the Second Consideration Shares, the holding of the  Vendors  of
209,964,200  Ordinary Shares will represent 49.21 per cent. of the Further Enlarged Share Capital  and
NWVCLF will hold 96,655,300 Ordinary Shares representing 22.65 per cent. of the Further Enlarged Share
Capital.

As  a  result of its size and nature, the Acquisition constitutes a reverse take-over under  the  PLUS
Rules and is conditional upon Shareholder approval (including the passing of the Waiver Resolution  by
the Independent Shareholders) and the admission of the Enlarged Share Capital to trading on PLUS.

In addition, the issue and allotment of the First Consideration Shares to the Vendors would ordinarily
trigger  an  obligation on the Concert Party to make a general offer to Shareholders  for  the  entire
issued share capital of Company pursuant to Rule 9 of the Code.

Under Rule 9 of the Code, when a person acquires an interest in shares which (when taken together with
shares  in which he and persons acting in concert with him are interested) carry 30 per cent. or  more
of  the  voting  rights of a company subject to the Code, such person (or persons acting  in  concert)
would  usually be required to make a general offer to shareholders. The Panel has agreed, however,  to
waive  the  obligation  of  the  Concert Party to make a general offer,  subject  to  the  Independent
Shareholders  voting  in  favour of a resolution to approve the Waiver by the  Panel.  The  issue  and
allotment  of  the  First  Consideration Shares is therefore subject to the  Independent  Shareholders
voting in favour of the resolution to approve the Waiver.

The  Concert Party consists of the founders of FreshTL, John McGuire, Stephen Blank and Angus Matheson
and  the  founder of TSL, Timothy Branton, who sold TSL to FreshTL in exchange for shares in  FreshTL.
Further details of the Concert Party are included in paragraph 12 below.

The  Company  is also pleased to notify Shareholders that the Company has, conditional  on  Admission,
raised  £150,000 through the issue and allotment of 30,000,000 Ordinary Shares at the  Placing  Price.
Further details of the Placing are set out in paragraph 6 below.

Application  will  be made to PLUS for the Enlarged Share Capital to be admitted to trading  on  PLUS.
Admission  is  expected to become effective and trading in the Enlarged Share Capital is  expected  to
commence on 30 September 2010.

The Proposals are conditional, inter alia, on the passing by Shareholders at the General Meeting which
is being convened for 10.35 a.m. on 29 September 2010, of the Resolutions including the approval by an
independent  vote, on a poll, of the proposed waiver by the Panel of any requirement for  the  Concert
Party to make a general offer under Rule 9 of the Takeover Code. In the event that the Resolutions are
not passed, the Proposals will not proceed and consequently the Existing Directors will consider other
alternatives for the Company, including delisting.

The  purpose of the Document which has been prepared in accordance with the PLUS Rules is  to  provide
Shareholders with details of the Proposals, to explain why the Proposals are in the best interests  of
the  Company  and  its  Shareholders as a whole and to explain why the Existing Directors  unanimously
recommend Shareholders to vote in favour of Resolution 1 and Resolutions 3 to 9 (inclusive)  and  that
the  Independent Shareholders vote in favour of Resolution 2 to be proposed at the General Meeting  as
they intend to do in respect of their own beneficial holdings.

BACKGROUND
Greener  House  was  established  in 2007 for the purpose of acquiring  companies  or  key  stakes  in
companies,  or  to acquire businesses or assets in the healthcare sector, possibly  by  the  issue  of
Ordinary  Shares.  The Company obtained a PLUS trading facility for its shares to assist  in  pursuing
that strategy. In the period since then the Existing Directors considered many prospective investments
or  acquisitions but prior to the introduction of FreshTL the Existing Directors did not consider that
any  of  them  provided a suitable opportunity at an appropriate price which they could  recommend  to
Shareholders.

The  Existing  Directors  consider that FreshTL is an appropriate candidate  for  a  reverse  takeover
providing Shareholders with an opportunity to participate in a business managed by an experienced team
and  operating  in  a  sector  which the Existing Directors and the  Proposed  Directors  believe  has
potential for growth.

Although  the  FreshTL  Group  does  not operate principally in the healthcare  sector,  the  proposed
transaction enables Greener House to participate in a larger transaction than the resources of Greener
House  alone would allow, by virtue of the additional investment being made in the Enlarged  Group  by
NWVCLF,  managed by YFM Private Equity Ltd ("YFM"), and through the raising of funds by  the  Placing,
which has been partly underwritten by Daniel Stewart.

Greener House has already invested £300,000 in Fresh TL in parallel with NWVCLF which has invested the
same amount under the terms of the Investment Agreement.

YFM  has  been  an active investor in SMEs since 1982. It is an established early-stage investor  with
multiple investments, having over £300 million under management across a number of funds backed by the
European Investment Fund, high street banks, large corporates, pension funds, private individuals, and
public sector bodies including the UK Government and regional development agencies.

The  North  West  Venture  Capital Loan Fund is part of a £13 million package announced  by  Northwest
Regional  Development Agency (NWDA) in October 2009 with the object of investing between £250,000  and
£1,000,000 of equity based finance to companies based in the North West region of England. Managed  by
YFM, which has been making investments for the NWDA-backed North West Business Investment Scheme since
2003,  NWVCLF  is delivered by YFM in partnership with specialist technology venture capital  investor
MTI.

Daniel  Stewart  has  agreed to undertake the Placing on behalf of the Company to  raise  at  least  a
further  £150,000 to be invested in FreshTL. NWVCLF has agreed under the terms of the  Investment  and
Transfer  Agreement to match the Placing proceeds up to £300,000. The consent of Shareholders  is  now
requested  for  Greener House to acquire the balance of the shares of FreshTL  not  already  owned  by
Greener House in order to effect a reverse takeover of Greener House by FreshTL.

The  terms of the Transaction ascribe a value to Greener House at a premium of £79,192 or 21 per cent.
to the net assets of Greener House as at the date of the Investment.

The  Existing Directors consider that the prospects of the Enlarged Group are sufficiently  attractive
to recommend the proposals to Shareholders.

The  Existing Directors, who have been so advised by Nexus, believe that the Resolutions are fair  and
reasonable so far as the Shareholders are concerned. The full recommendation of the Existing Directors
is set out at the end of this letter.

FRESH T LIMITED AND TEAMPOINT SYSTEMS LIMITED
Established in April 2009 and based in the North West of England, FreshTL is developing a global  SaaS
business around its intellectual property and distribution rights.

FreshTL  is  an  IBM business partner marketing IBM SaaS based business solutions in the  UK.  Another
major product is intended to be the distribution of the business software Vondle, developed by Bricsys
NV, a Belgian company in respect of which it has been granted exclusive distribution rights in the  UK
and  Eire. Vondle can be applied in the AEC market and the Proposed Directors believe that it  can  be
applied across many other markets.

FreshTL  acquired TSL on 15 March 2010. TSL is the developer of a software product called  TeamPointTM
which is being developed to be sold as a SaaS application which will be used to enable enterprises  to
publish policies and procedures to a defined audience and to receive receipts for management and audit
purposes.

The  Proposed  Directors  intend  to grow the Enlarged Group's business  through  the  acquisition  of
complementary applications and distribution rights both domestically and overseas. Further details  on
FreshTL and Teampoint are set out in Part II of the Document.

TERMS OF THE ACQUISITION
On  26  March  2010,  the  Company subscribed for 39,209 A ordinary shares  in  Fresh  TL  (comprising
approximately 20 per cent. of the existing issued share capital of Fresh TL) at the Subscription Price
per  share  (being  a  total  investment by the Company of £300,000) pursuant  to  the  terms  of  the
Investment Agreement.

The  Company's investment in FreshTL pursuant to the Investment Agreement was matched by NWVCLF  which
also subscribed for 39,209 A ordinary shares in FreshTL at the Subscription Price.

At  the  same  time  as signing and completing the Investment Agreement the Company entered  into  two
further agreements:
(i)     the Acquisition Agreement, whereby the Company and the Vendors have agreed, on a conditional
        basis, that the Company will acquire from the Vendors all of the ordinary shares in the capital 
        of FreshTL for the sum of £900,000 to be satisfied by the issue and allotment to the Vendors of 
        the First Consideration Shares. In addition the Vendors will also be granted the Vendors 
        Warrants (further details of the Vendors Warrants are set out in paragraph 8 of Part I of the 
        Document); 
        and
(ii)    the Investment and Transfer Agreement, whereby the Company and NWVCLF agreed, on a conditional
        basis: (a) each to invest an amount calculated by reference to the Placing Proceeds in a further
        subscription of FreshTL A Shares at the Subscription Price (the "New Subscription"); and (b) 
        that the Company will acquire from NWVCLF no later than 31 December 2010 all of the FreshTL A 
        Shares held by NWVCLF on completion of the New Subscription (including those FreshTL A Shares 
        subscribed for by NWVCLF pursuant to the terms of the Investment Agreement) in consideration 
        for:
    
        (A) the issue and allotment of 78,417,596 new Ordinary Shares to NWVCLF; and
        (B)  the  issue and allotment of such number of new Ordinary Shares as when multiplied  by
        the  Placing  Price  equates  to  the  amount invested  by  NWVCLF  pursuant  to  the  New
        Subscription.

The Investment Agreement was entered into on an unconditional basis.

The  completion  of  the Acquisition Agreement is conditional upon, inter alia,  the  passing  of  the
Resolutions (including the approval, on a poll, of the Waiver) and the completion of the Placing.

The  completion  of  the Investment and Transfer Agreement is conditional upon the completion  of  the
Acquisition Agreement.

EXISTING DIRECTORS AND PROPOSED DIRECTORS
On  Admission,  the Existing Directors will resign and the Proposed Directors will  be  appointed.  On
Admission the Board will comprise four directors, brief details of whom are summarised below.

Proposed Directors

John McGuire, aged 51, Chief Executive
John  McGuire, the CEO of FreshTL, has over 20 years of experience in developing and exiting start  up
technology businesses both in the private and public sectors. He previously co-founded and was CEO  of
Red  Squared Plc and before that he was the co-founder and managing director of Datel Advanced Systems
Limited, both IBM business partners.

Stephen Blank, aged 58, Finance Director
Stephen  Blank  qualified  as a Chartered Accountant with KPMG in 1976. He  joined  General  Surety  &
Guarantee  Co Ltd, an insurance company specialising in performance bonds in 1977 and then joined  BDO
Binder Hamlyn in 1981 and became a partner in 1983. He specialised in corporate finance, and was named
Reporting  Accountant on the Norweb float. He joined Swinton Insurance as Group Planning  and  Finance
Director  in 1989, leaving in 1991 following its acquisition by Royal Sun Alliance. He then  commenced
acting  as part-time finance director or non-executive director for a small portfolio of SMEs. Over  a
period several of these have progressed from start up, via fund-raising and on to an exit.

Derek Lewis, aged 63, Non-Executive Director
Derek  Lewis  has  had a successful career in the IT industry, working initially  for  IBM,  and  then
spending  the  last  25  years as an entrepreneur investing in a number of  start-ups  (including  the
outsourcing  firm Vertex Data Science), leading an MBO of MBS Product Sales Limited from MBS  plc  and
gaining  wide experience of the private equity world both as management backed by private  equity  and
within  a  private equity firm. He has wide experience in the roles of Chairman and  Director  in  the
public and private areas and in both executive and non-executive capacities.

James Grossman, aged 70, Non-Executive Director
James H. Grossman is an international businessman and corporate and international lawyer with over  35
years  of experience which includes serving on the boards of directors of public companies based  both
in  the  United States and the United Kingdom which have been listed on NASDAQ, London Stock Exchange,
AIM  and the TSX Venture Exchange. He is a graduate of the Harvard Law School with business activities
in London, Geneva, Calgary, and San Francisco. He has had both management and operational experience.

Upon  Admission, John McGuire and Stephen Blank, chief executive and finance director respectively  of
FreshTL,  will join the board of the Company in those capacities. Derek Lewis and James Grossman  will
join  the  board of the Company as Non-Executive Chairman and Non-Executive Director respectively  and
the Existing Directors will resign.

In addition to directorships of the Company, the Existing Directors and the Proposed Directors hold or
have  held the following directorships or have been partners in the following partnerships within  the
five years prior to the date of this Document:

------------------------------------------------------------------------------------------------------
Director              Current Directorships / Partnerships      Past Directorships / Partnerships
------------------------------------------------------------------------------------------------------
Jonathan Metliss      London Freeholds plc                      General Medical Clinics PLC
------------------------------------------------------------------------------------------------------
                      British Israel Chamber of Commerce        
------------------------------------------------------------------------------------------------------
                      Weizmann Institute Foundation (UK)        
------------------------------------------------------------------------------------------------------
                      Parliamentary Council against             
                      Anti Semitism
------------------------------------------------------------------------------------------------------
                      Jewish Music Institute                    
------------------------------------------------------------------------------------------------------
                      Davenport Lyons, Solicitors               
------------------------------------------------------------------------------------------------------
                      Baker Street Medical Centre Limited       
------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------
Harry Hyman           Cashew Holdings Limited                   Aberdeen High Income Trust plc
------------------------------------------------------------------------------------------------------
                      EducationInvestor Ltd                     Healthcare Facilities Management Ltd
------------------------------------------------------------------------------------------------------
                      General Medical Clinics PLC               HR Properties Ltd
------------------------------------------------------------------------------------------------------
                      Greener House Investments PLC             Nexus Financial Ltd
------------------------------------------------------------------------------------------------------
                      HealthInvestor Ltd                        Nexus Structured Communications Ltd
------------------------------------------------------------------------------------------------------
                      Investor Publishing Ltd                   Primary Health Investment Properties
                                                                BV
------------------------------------------------------------------------------------------------------
                      Nexus Group Holdings                      Primary Health Investment Properties
                                                                (No 3) BV
------------------------------------------------------------------------------------------------------
                      Nexus Structured Finance Ltd              Primary Health Solutions
------------------------------------------------------------------------------------------------------
                      Landor Productions Limited                Royal London UK Equity & Income Trust
                                                                plc
------------------------------------------------------------------------------------------------------
                      Nexus Capital Finance Ltd                 Royal London UK Equity & Income
                                                                Securities plc
------------------------------------------------------------------------------------------------------
                      Nexus Fund Management Ltd                 Skinklinic Ltd
------------------------------------------------------------------------------------------------------
                      Nexus General Partner Ltd                 Walk In Health Limited
------------------------------------------------------------------------------------------------------
                      Nexus Property Management Services Ltd    
------------------------------------------------------------------------------------------------------
                      Nexus Property Services Ltd               
------------------------------------------------------------------------------------------------------
                      Nexus Health Finance Ltd                  
------------------------------------------------------------------------------------------------------
                      Nexus Consulting (UK) Ltd                 
------------------------------------------------------------------------------------------------------
                      Nexus Management Services Ltd             
------------------------------------------------------------------------------------------------------
                      Nexus PINE (Management) Ltd               
------------------------------------------------------------------------------------------------------
                      Nexus PHP Management Ltd                  
------------------------------------------------------------------------------------------------------
                      Primary Health Properties PLC             
------------------------------------------------------------------------------------------------------
                      Primary Health Investment Properties      
                      (2) Ltd
------------------------------------------------------------------------------------------------------
                      Primary Health Investment Properties      
                      (3) Ltd
------------------------------------------------------------------------------------------------------
                      Primary Health Investment Properties      
                      (4) Ltd
------------------------------------------------------------------------------------------------------
                      PHIP CHH Limited                          
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                      PHIP CH Ltd                               
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                      PHIP (SSG Norwich) Ltd                    
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                      PHIP (Hoddesdon) Ltd                      
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                      PHIP (Sheerness) Ltd                      
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                      PHIP (Hetherington Road) Ltd              
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                      PHIP (RHL) Ltd                            
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                      PHIP (Milton Keynes) Ltd                  
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                      AHG (2006) Ltd                            
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                      SPCD (Northwich) Ltd                      
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                      SPCD (Shavington) Ltd                     
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                      PHIP (6) Limited                          
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                      Anchor Meadow Limited                     
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                      PatientFirst (Burnley) Limited            
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                      PatientFirst (Hinckley) Limited           
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                      PatientFirst (Wingate) Limited            
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                      PatientFirst Partnerships Limited         
------------------------------------------------------------------------------------------------------
                      PHP Empire Holdings Limited               
------------------------------------------------------------------------------------------------------
                      PHP  Healthcare Investments  (Holdings)   
                      Limited
------------------------------------------------------------------------------------------------------
                      PHP Healthcare Investments Limited        
------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------
John McGuire          Fresh T Limited                           Red   Squared  Limited  (formerly  Red
                                                                Squared Plc)
------------------------------------------------------------------------------------------------------
                      Teampoint Systems Limited                 
------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------
Stephen Blank         Lancastrian Investments and  Securities   Generis Technology Limited
                      Limited
------------------------------------------------------------------------------------------------------
                      Home Shared Ownership Limited             Generis Technology Holdings Limited
------------------------------------------------------------------------------------------------------
                      MMH 2010                                  Generis Recruitment Limited
------------------------------------------------------------------------------------------------------
                      Manchester Industrial Finance Limited     Premises Networks Management plc
------------------------------------------------------------------------------------------------------
                      Select Group International Limited        Silistix Limited
------------------------------------------------------------------------------------------------------
                      Select    International    Developments   David Blank Donations Limited
                      Limited
------------------------------------------------------------------------------------------------------
                      Select Money Limited                      Astek Group plc
------------------------------------------------------------------------------------------------------
                      Select Property Group Limited             Micro Materials Limited
------------------------------------------------------------------------------------------------------
                      ELPREM Limited                            Millbrook Instruments Limited
------------------------------------------------------------------------------------------------------
                      Fresh T Limited                           Beaupre Management Limited
------------------------------------------------------------------------------------------------------
                      Teampoint Systems Limited                 Astek Innovations Limited
------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------
Derek Lewis           Capital Investment Partners               Prologic plc
------------------------------------------------------------------------------------------------------
                      Lysander Investors                        Echo Holdings Limited
------------------------------------------------------------------------------------------------------
                                                                Echo Organisation Limited
------------------------------------------------------------------------------------------------------
                                                                Reliance    Secure   Task   Management
                                                                Limited
------------------------------------------------------------------------------------------------------
                                                                Northern     Technology    Investments
                                                                Limited
------------------------------------------------------------------------------------------------------
                                                                PJH Holdings Limited
------------------------------------------------------------------------------------------------------
                                                                PJH Company Limited
------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------
James Grossman        Canoel International Energy Ltd           Champion Communication Services, Inc.
------------------------------------------------------------------------------------------------------
                      Thalassa Energy Holdings Ltd              World Gaming plc
------------------------------------------------------------------------------------------------------
                      Unicron Venture Capital Trust             WG International Group
------------------------------------------------------------------------------------------------------

THE PLACING AND REASONS FOR ADMISSION
On  Admission,  the Company will have 329,989,200 Ordinary Shares in issue and a market capitalisation
of  approximately £1,649,946 at the Placing Price. The Placing comprises the issue of up to 30,000,000
new  Ordinary  Shares by the Company to raise £150,000, before expenses and the sum of £116,196  after
the deduction of the expenses of the Placing. The net proceeds of the Placing will be used for general
working  capital purposes of the Enlarged Group.  Angus Matheson, one of the Vendors,  is  subscribing
10,000,000  of  the  Placing  Shares.  James Grossman, one of the Proposed  Director,  is  subscribing
1,300,000 of the Placing Shares.

Pursuant  to the terms of the Placing Agreement, Daniel Stewart has conditionally agreed  to  use  its
reasonable endeavours to procure placees for the Placing Shares at the Placing Price on behalf of  the
Company with institutional and other investors. The Placing is conditional upon, inter alia, Admission
becoming effective by not later than 30 September 2010 (or such date as Daniel Stewart may agree being
not later than 29 October 2010).

In  addition,  under the terms of the Underwriting Letter dated 26 March 2010, Daniel  Stewart  agreed
with  the Company to underwrite the Placing to the extent that less than £100,000 of gross funds  were
raised  pursuant to the Placing. As gross funds of £150,000 have been raised pursuant to the  Placing,
the  underwriting commitment given by Daniel Stewart pursuant to the Underwriting Letter will  not  be
called  upon and accordingly Daniel Stewart will not subscribe for any of the Placing Shares  pursuant
to the Placing.

The Ordinary Shares being placed pursuant to the Placing will represent 9.09 per cent. of the Ordinary
Shares in issue on Admission. The Ordinary Shares being placed pursuant to the Placing are or will  be
in  registered  form  and,  on  Admission, will rank pari passu in all  respects  (including,  without
limitation,  in  relation to any dividends and other distributions declared, paid  or  made  following
Admission) with the Existing Ordinary Shares.

As  a result of the Placing raising gross funds of £150,000, a further subscription amount of £150,000
will  be made by NWVCLF into FreshTL, pursuant to the Investment and Transfer Agreement. This will  be
in  addition  to the £300,000 which has already been invested by NWVCLF pursuant to the terms  of  the
Investment  Agreement. Therefore an aggregate amount of £300,000 will be raised by the Enlarged  Group
under  the terms of the Placing and the subscription for further shares in FreshTL by NWVCLF  pursuant
to the Investment Agreement and the Investment and Transfer Agreement.

The  interests (within the meaning of Chapter 5 of the DTR) of the Existing Directors and the Proposed
Directors and the persons connected with them all of which are beneficial (which have been notified to
the  Company  pursuant  to  the  Act or are required to be disclosed in  the  register  of  Directors'
interests pursuant to the Act) in the issued share capital of the Company and in the Existing Warrants
as  at  the date of this Document and as they are expected to be immediately following Admission,  the
existence  of  which is known to, or could, with reasonable diligence be ascertained by  the  Existing
Directors and the Proposed Directors, together with the percentages which such interests represent  of
the Ordinary Shares in issue are or will be as follows:

----------------------------------------------------------------------------------------------------------------------
Name                         Number of           % of        Number of          % of         Number of       Number of
                              Existing       Existing         Ordinary      Enlarged          Existing     Warrants on
                       Ordinary Shares       Ordinary        Shares on         Share          Warrants       Admission
                                               Shares        Admission       Capital
----------------------------------------------------------------------------------------------------------------------
Harry Hyman*                22,750,000         22.75%       22,750,000         5.33%         5,250,000       1,750,000
                                                                                                                      
----------------------------------------------------------------------------------------------------------------------
Jonathan Metliss             2,750,000          2.75%        2,750,000         0.64%           250,000             nil
                                      
----------------------------------------------------------------------------------------------------------------------
John McGuire                       nil            nil       89,760,000        21.04%               nil      12,909,365
                                      
----------------------------------------------------------------------------------------------------------------------
Stephen Blank                      nil            nil       22,950,000         5.38%               nil       3,302,165
                                      
----------------------------------------------------------------------------------------------------------------------
Derek Lewis                        nil            nil              nil           nil               nil      10,090,000
                                                                                                                      
----------------------------------------------------------------------------------------------------------------------
James Grossman               2,000,000          2.00%        3,300,000         0.77%               nil       5,045,000
----------------------------------------------------------------------------------------------------------------------

*Family  interests of Mr. Harry Hyman indirectly control 70,4 per cent. of the voting rights of  Nexus
Structured  Finance  Limited and the interest of My Hyman shown above also includes  the  interest  of
Nexus Structured Finance Limited.

FUTURE TRADING AND PROSPECTS
The  Enlarged  Group  will use the resources provided by the Transaction to develop  its  strategy  of
increasing  its  sales  and  marketing  efforts in the UK and  developing  TeamPointTM.  The  Proposed
Directors are planning marketing campaigns which will focus specifically on what they believe are  key
industries  which  will  maximise returns. The Proposed Directors foresee participation  in  a  global
marketing  opportunity with the VondleLive add-on being integrated into IBM's LotusLive  collaboration
suite.

In  addition,  the Proposed Directors intend to accelerate the Enlarged Group's growth by  identifying
for  acquisition,  strategic  target  businesses with distribution  rights  or  intellectual  property
relating  to  applications which can be added to the Enlarged Group's existing product portfolio.  The
Proposed  Directors intend to engineer added value between any such acquired products and the Enlarged
Group's existing products as they intend to do with TeamPointTM/Vondle.

LOCK-INS AND ORDERLY MARKET RESTRICTIONS
Immediately following Admission, the Vendors will be interested in, in aggregate, 209,964,200 Ordinary
Shares, representing approximately 63.63 per cent. of the Enlarged Share Capital. Following the  issue
and  allotment of the Second Consideration Shares, the interest of the Vendors in 209,964,200 Ordinary
Shares will represent 49.21 per cent. of the Further Enlarged Share Capital. The Vendors together with
James  Grossman and Derek Lewis have undertaken to the Company and Daniel Stewart, to not, subject  to
certain  exceptions  in accordance with the PLUS Rules (including the ability to  accept  a  take-over
offer  for  the  Company and to give an irrevocable undertaking to accept a take-over  offer  for  the
Company), and to procure that no members of their family or connected persons, dispose of or  transfer
any Ordinary Shares in which they are interested for a period of 12 months from Admission. The Vendors
together with James Grossman and Derek Lewis have also undertaken to the Company and to Daniel Stewart
to,  and  to procure that members of their family or connected persons, only dispose of their Ordinary
Shares  in  the Company through the Company's broker following the lock-in period for a period  of  12
months.

GENERAL MEETING
A  General Meeting of the Company will be held at the offices of Daniel Stewart & Company Plc,  Becket
House,  36  Old  Jewry,  London EC2R 8DD at 10.35 a.m. on 29 September 2010  at  which  the  following
Resolutions will be proposed:

    *   Resolution 1 is an ordinary resolution to approve the Acquisition;

    *   Resolution 2 is an ordinary resolution to approve the waiver of the obligation under Rule 9 of
        the Takeover Code by the Panel in respect of the issue of the First Consideration Shares to 
        members of the Concert Party. Resolution 2 will be voted on by a poll of Independent 
        Shareholders;

    *   Resolution 3 is an ordinary resolution to approve the increase in the authorised share capital
        of the Company to £2,000,000 by the creation of an additional 1,750,000,000 Ordinary Shares;

    *   Resolution 4 is an ordinary resolution to approve the Warrant Instrument and the grant of the
        54,283,019 Warrants pursuant to the Warrant Instrument;

    *   Resolution 5 is an ordinary resolution to allot equity securities (as defined by section 560
        of the Act) up to an aggregate nominal amount of £478,834.33;

    *   Resolution 6 is an ordinary resolution to approve the extension of the maturity date of the
        Existing Warrants to 31 December 2015;

    *   Resolution  7  is a special resolution to dis-apply statutory pre-emption rights  on  the
        allotment of equity securities (as defined by section 560 of the Act) for cash pursuant to the
        authority conferred by Resolution 4;

    *   Resolution  8  is a special resolution to dis-apply statutory pre-emption rights  on  the
        allotment of equity securities (as defined by section 560 of the Act) up to an aggregate nominal
        amount of £478,834.33;

    *   Resolution 9 is a special resolution to change the name of the Company to FreshTL plc.

The attention of Shareholders is also drawn to the voting intentions of the Existing Directors set out
below.

RECOMMENDATION
The Existing Directors, who have been so advised by Nexus, consider the Proposals including the waiver
of  the obligation on the Concert Party under Rule 9 of the Code to be fair and reasonable and in  the
best interests of the Independent Shareholders and the Company as a whole and therefore recommend  the
Shareholders  to vote in favour of the Resolutions to be proposed at the GM, as they intend  and  have
given irrevocable undertakings to do in respect of their own shareholdings, amounting in aggregate  to
5,500,000 Ordinary Shares, representing 5.50 per cent. of the Existing Ordinary Shares. In giving  its
advice, Nexus has taken into account the Existing Directors' commercial assessments.

In  addition  to the Existing Directors' holdings outlined above the Company has received  irrevocable
commitments  to  vote  in favour of the Proposals from Shareholders in respect of 76,625,000  Ordinary
Shares  representing  76.61  per cent. of the Existing Ordinary Shares. Therefore,  in  aggregate  the
Company  has  received irrevocable commitments to vote in favour of the Resolutions from  Shareholders
and  Existing  Directors in respect of Ordinary Shares representing 82.10 per cent.  of  the  Existing
Ordinary Shares.


                                     INFORMATION ON FRESHTL GROUP

Introduction
For  many years, computer software and data has either been kept on individual PCs and laptops or  the
software  is kept on the standalone computer with data kept on a server. It has also been possible  to
have both the software and data hosted on a server.

Typically, office productivity tools such as Microsoft Excel and Word have resided on desktops whereas
back  office applications such as accounting or enterprise resource planning have been kept on  office
servers.

An  alternative approach is now emerging, known as "Software as a Service" or SaaS, which  delivers  a
service whereby data and software are no longer kept on either the desktop or the office server.

Although  described as a "software service", implicit in provision of such a service is a  significant
amount  of infrastructure enabling both software and the user's data to be hosted securely on  servers
somewhere else in the world and accessed on demand via the internet or "cloud" (as described below).

Cloud Computing
Cloud computing is a technology that uses the internet and central remote servers to maintain data and
applications. Cloud computing allows consumers and businesses to use applications without installation
and  to  access  their files from any computer with internet access, typically for annual  or  monthly
subscription fees with software fixes, upgrades and support included. This technology allows for  much
more efficient computing by centralising storage, memory, processing and bandwidth.

The software and data are hosted remotely and the processing of data is also carried out remotely with
the user inputting data and viewing results via a web browser. As a result, there is no requirement to
constantly  upgrade  local  computer hardware to cope with increasingly resource-hungry  programs  and
increasing file sizes.

FreshTL's initial offerings are predominantly cloud computing solutions.

Early  examples  of  cloud computing are e-mail services provided by Microsoft  and  Google  known  as
Hotmail  and  Gmail  respectively. Microsoft and Google have moved further into cloud  computing  with
Microsoft's Business Productivity On-line Suite (BPOS) and Google Apps.

IBM's  response  has  been to develop a collaboration suite aimed at business  users  which  is  known
generically  as  LotusLive. LotusLive provides productivity tools such as email, meeting,  conference,
charts  and  file sharing via the browser but is also seeking to integrate other vendors' software  as
add-ons into the LotusLive suite using what is known as an "Application Program Interface" or API.

FreshTL
FreshTL  was  established in April 2009 by John McGuire who saw the potential of  the  emerging  cloud
computing market place. John McGuire identified a cloud computing application called Vondle, which had
been developed by Bricsys NV, a Belgian company.

On 1 July 2009 FreshTL was granted the exclusive distribution rights for Vondle in the UK and Eire and
the  ability to re-sell Bricscad, a traditional CAD software package specifically for the  AEC  market
place which had also been developed by Bricsys NV. Vondle and Bricscad are described in further detail
below.  John  McGuire realised that Vondle had broader commercial potential and,  using  his  historic
trading  relationship  with  IBM,  instigated a technical  assessment  of  the  software  by  the  IBM
development laboratories.

In  December  2009  IBM  agreed to allow development of an API from the  Vondle  software  into  their
collaboration software LotusLive. The Proposed Directors anticipate that the resultant LotusLive  add-
on will be known as "VondleLive". As part of that arrangement FreshTL was appointed by Bricsys NV as a
worldwide distributor of VondleLive.

FreshTL is an IBM Business Partner, giving it the ability to sell LotusLive solutions in the UK.

The  Proposed  Directors believe that only a limited number of companies including Salesforce.com  and
Skype have been integrated with LotusLive.

Teampoint
During late 2009, John McGuire also saw potential in a SaaS product (TeamPointTM) being developed  and
owned by Teampoint which was subsequently acquired by FreshTL on 15 March 2010. Tim Branton, the owner
of  Teampoint Systems Limited prior to its acquisition by FreshTL, joined the board of FreshTL  on  22
March 2010.

Organisations  face  an  ever increasing array of regulatory requirements  from  government,  industry
bodies  and customers. TeamPointTM will in the opinion of the Proposed Directors allow teams  to  deal
with  an  ever increasing regulatory environment by collaborating online to write, review and  publish
policies and procedures.

The  TeamPointTM application will provide version control for policies so that team members are always
shown  the  latest authorised version, and record an audit trail of policies. The Proposed  Directors'
intention  is  to  enhance  TeamPointTM further by integrating within it Vondle  technology  and  also
propose to develop it as a future additional LotusLive add-on.

Business Summary
There are six key components to FreshTL Group's current product portfolio:

(a) Vondle
The  Proposed Directors see considerable potential for the Vondle software. The Vondle product enables
teams  derived  from different organisations anywhere in the world to view, comment and  annotate  the
contents  of  digital files in over 50 formats (including very large design drawings, PDFs,  Word  and
Excel)  without  having  to  download  the  documents or to  own  the  software  themselves.  Routing,
authorisation  and version control of the documents is handled automatically via a graphical  workflow
interface. Vondle has its own database that is simple to use for non experienced SQL programmers.  The
database  has  connectors  to most data sources (internal and external)  and  allows  data  stored  in
disparate files across a company to be made available to any permitted users. FreshTL is the exclusive
distributor of Vondle for the territories of the UK and Eire.

(b) LotusLive
LotusLive  is  an  IBM  SaaS application suite which enables organisations  to  host  online  meetings
involving  people in separate locations anywhere in the world, store and share files, email  and  chat
with  colleagues,  create  charts and surveys, store and share files and manage  team  activities.  In
addition, users can make telephone calls using the Skype add-on.

FreshTL  is  an  IBM Business Partner reselling LotusLive solutions in the UK. The Proposed  Directors
anticipate  that  many  customers will require integration, migration and  transition  services  which
FreshTL intends to provide to customers as a consultancy service.

(c) VondleLive
As detailed above, FreshTL and Bricsys NV are working to integrate Vondle into the LotusLive suite and
it is expected that the resultant add-on application will be known as "VondleLive".

FreshTL has been appointed by Bricsys NV as a worldwide distributor of VondleLive.

(d) TeamPoint
TeamPointTM  is  a  software product which is being developed to be sold as  a  SaaS  application,  as
described further above. The Proposed Directors intention is that TeamPoint will be made available  in
15 languages and will be further enhanced by integrating within it the Vondle technology.

(e) Remote Data Protection ("RDP")
RDP is a cloud computing service offered by IBM whereby the hardware, software and operational support
required  to  store  business critical data is provided offsite in a protected IBM  data  centre.  IBM
provides  on  demand protection for the data held on storage devices in any distributed network,  also
bringing data held on PCs, laptops, remote servers and mobile devices into the fold. The solution uses
the  enterprise's  existing  network  to forward backups to IBM  data  centres.  It  is  the  Proposed
Directors' intention that FreshTL will act as a reseller of this service.

(f) BricscadTM
BricscadTM is a desktop CAD product which offers users compatibility with other DWG-based
programs such as Autocad(R). FreshTL is a reseller of this product in the UK and Eire. Although not SaaS-
based,  one attraction of the product is that the SaaS product Vondle was originally developed  to  be
used  with  BricscadTM.  The installed user base of BricscadTM, which the Proposed  Directors  believe
stands at over 100,000 users, is therefore a prime Vondle and VondleLive sales target for FreshTL.

Key Strengths
The Proposed Directors believe that the Enlarged Group will have the following key strengths:
*       Strong strategic partnerships with industry leaders
*       Management team with extensive experience within the industry, including with IBM
*       Global marketing opportunity with VondleLive
*       Portfolio of products with clear focus on SaaS technology
*       Full ownership of TeamPointTM which the Proposed Directors intend to exploit through FreshTL's
        sales channels.

Market and Competition
SaaS  is one of the fastest growing Information and Communications Technology service concepts. It  is
estimated  that  more than 10 million companies will be using SaaS in the next 5 - 10 years  and  that
more than 50 per cent. of all Fortune 500 companies are already using SaaS for one or more application
services.

By  2012  it is estimated that 20 per cent. of businesses will own no IT assets and that worldwide  IT
cloud services revenue will increase from $17.4 billion in 2009 to $44.2 billion in 2013.

For  businesses of all sizes, cloud computing can deliver operational efficiencies while  establishing
what  the  Proposed  Directors believe will be the building blocks for  the  next  major  wave  of  IT
innovation  and  business  architectures.  Businesses are  adopting  cloud  computing  to  break  down
traditional  technological  and  financial barriers in the delivery  of  new  categories  of  software
innovation, cutting costs while embarking on a transformation of their IT service delivery models.

The  Proposed  Directors  consider that the main competition to Vondle and TeamPoint  are  on-premises
(noncloud) solutions. They consider that the cloud based market for collaboration software,  of  which
VondleLive will form a part, will in all probability be divided mainly between the three big  players,
IBM, Microsoft and Google.

CONTACT

Enquiries:
Greener House Investments plc                                     +44 (0) 20 7468 2600
Jonathan Metliss, Chairman

Tony Brown                                                        +44 (0) 20 7451 7050
Nexus Corporate Finance LLP

Oliver Rigby                                                      +44 (0) 207 776 6550
Daniel Stewart & Co PLC

All  defined  terms  in this announcement are defined in the Admission Document sent  to  shareholders
dated  13 September 2010.  The  Directors  of  the Company accept responsibility for the contents   of
this announcement.

Contact Information

  • Greener House Investments Plc