Business
Acquisition and AGM
Acquisition and AGM.
About this update from Marechale Capital Plc
[{"type":"text","content":"\n RNS Number : 8720C St Helen's Capital PLC 23 November 2009 \nSt. Helen's Capital plc\n(\"St Helen's Capital\" or the \"Company\")\nNotice of Annual General Meeting (\"AGM\"), Acquisition, Proposed Change of Name and Strategic Agreement and Directorate Changes\nAcquisition\nThe 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. \nSince 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.\nProposed Strategic Agreement\nIn 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 th...