Marechale Cap. Regulatory News (MAC)

21 Jul 2009 07:00

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 £250,000. 

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 Plc 020 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 PLC 020 7448 4400

Edward Vandyk

Fairfax I.S. PLC (Nominated Adviser to Evolve Capital PLC)

Adam Hart and Jeremy Porter 020 7598 5368

Maitland (Financial PR to Evolve Capital PLC)

Neil Bennett and George Hudson 020 7379 5151