ACMH Acmh Ltd

RNS Number:6814N
Absolute Capital Mgmt Holdings Ltd
11 February 2008


                    Absolute Capital Management Holdings Limited
                             ("ACMH" or the "Company")

                            Related Party Transaction

Further to the details of the acquisition released on 18 January 2007, ACMH
today  announces that it has issued 4,184,626 shares in the Company (the
"Recompensing Consideration") to the vendors of Argo Capital Management (the
"Argo Vendors"), representing 6.04 per cent.  of the issued share capital of the
Company.

The original aggregate consideration payable by ACMH under the acquisition
agreements  was �50.46 million, which was satisfied by a cash payment of �6.55
million and the issue  of 12.3 million new ordinary shares (the "Consideration
Shares"), totalling �43.91 million,  based on the closing price of an ACMH
ordinary share on 17 January 2007.

The acquisition agreements relating to the transaction contained provisions
under  which the aggregate level of discretionary performance pay within the
existing ACMH business  was capped until 2009. Any increase in the level of
discretionary performance pay above  the cap requires the approval of Andreas
Rialas.

In order to recruit and retain staff, the Directors now consider it to be
important  that this cap is raised to be in line with ACMH's peer group and thus
beyond the levels  anticipated at the time the acquisition agreements were
negotiated.  The Directors have  agreed to issue the Recompensing Consideration
to the Argo vendors in consideration for their consent to this change and their
waiver of related rights under the acquisition agreements.  The Recompensing
Consideration reflects the value which the vendors of the Argo business 
originally conceded in exchange for negotiating the cap arrangement, calculated
on the basis of the financial terms of the acquisition agreed with the Argo
vendors in January 2007.
.
With the exception of Andreas Rialas and Kyriakos Rialas, who for the purpose of
this transaction are related parties, the Directors consider, having consulted
with ACMH's nominated adviser, that the terms of the transaction are fair and
reasonable insofar as ACMH's  shareholders are concerned.

Jonathan Treacher, Chief Executive of ACMH, said: "In order to remain
competitive, it became abundantly clear that we needed to increase performance
pay in line with industry standards to retain our exisitng fund managers as well
as to attract new talent.  As a consequence  we have worked closely with our
advisers and the Argo Vendors to agree an equitable solution  which we believe
is in the long term interests of our shareholders."

Application has been made to the London Stock Exchange for the Recompensing
Consideration Shares,  which will rank pari passu with existing shares in issue,
to be admitted to trading on AIM,  and admission is expected to become effective
on 14 February 2008.

Following admission of the Recompensing Consideration Shares, the issued share
capital of  the Company will be 73,431,620 Ordinary Shares of Euro0.01 each.

Andreas Rialas now has an interest in 15,638,146 shares in the Company,
representing 21.3 per cent. of the issued share capital. Kyriakos Rialas now has
an interest in 8,768,363 shares in the Company,  representing 11.9 per cent. of
the issued share capital.


Enquiries:

Absolute Capital Management Holdings Limited:               +41 41 560 9660
Jonathan Treacher

Panmure Gordon:                                             020 7459 3600
Dominic Morley

Cardew Group:
Tim Robertson                                               020 7930 0777
Shan Shan Willenbrock
David Roach




                      This information is provided by RNS
            The company news service from the London Stock Exchange

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