RNS Number:4502P
Merchant House Group PLC
05 September 2003

FOR IMMEDIATE RELEASE 5 SEPTEMBER 2003



                            Merchant House Group Plc

                        ('Merchant House' or the 'Company')

                         Circular re change of strategy


In accordance with the AIM rules, Merchant House has today despatched to
shareholders in the Company a circular dated 5 September 2003 which explains the
background to the board's decision to seek approval of certain proposals 
('Circular'), the purpose of which is to enable the Company to implement its
proposed activities within the financial services sector.  The following text
has been extracted from the Circular which contains a letter from Peter
Cotgrove, the chairman of Merchant House :



Introduction



The intention of the board of the Company ('the Board') to change the Company's
business strategy to that traditionally followed by a merchant bank was
announced on 27th September 2002.  The Board believes there is a real need for
the provision of corporate finance and advisory services to the smaller
corporate sector and that this presents significant opportunities consistent
with the skills and experience of the Directors and executives of the Company.



Since September 2002, a number of steps have been taken to facilitate the
implementation of the proposed new strategy.  Merchant Capital has been
established as a wholly owned subsidiary and, on 9th May 2003, it received
permission from the Financial Services Authority to carry on corporate finance
and investment advisory business.  The Board of the Company has been
strengthened by the recruitment of a small team of new directors and executives
experienced in corporate finance and related investment activities.



The Directors have identified two areas within financial services where they
consider particular opportunities to exist and which they consider are
consistent with their skills and experience.  These are the provision of
corporate finance and advisory services to small and growing companies and
specialist investment products and services.



The Directors consider that the first of these activities remains relatively
poorly served by larger, more established institutions and that an opportunity
therefore exists to provide a cost-effective and broadly-based range of
corporate finance services both directly and in partnership with other
organisations.  Activities in this area will include, but may not be restricted
to, advice and assistance in relation to private fund-raisings, public issues,
flotations and reversals and mergers and acquisitions.



In the second area, the Directors believe that a niche exists for the
establishment and marketing of specialist investment products and they also
propose to develop this activity both directly and with associates.  In due
course, they will also consider the development of other investment services,
such as private client investment management, though they have no present plans
in that respect.



The Company may invest on a selective basis in corporate situations where the
Directors believe they have a particular insight or where particular
opportunities for capital gains are believed to exist.  The Directors believe
that they can in this way leverage the benefits to be obtained from the
Company's corporate work for clients.  These investments may include investments
in turnaround situations and quoted shell companies; such investments will not
be restricted to the Company's own area of activity but will be related to the
activities of its corporate and investment clients and associates.  The Company
will not invest a significant proportion of its liquid assets in any such
investments without seeking such Shareholder approval as may be required under
the AIM Rules.



New Share Option Scheme



The Directors propose to create a New Share Option Scheme to provide appropriate
incentives for present and future directors and executives of the Company. It is
proposed to establish a scheme that will allow for the issue of Share Options
amounting to 15 per cent. of the issued Ordinary Share capital of the Company
and for the amount of available Share Options to be maintained (at the
discretion of the Directors) at 15 per cent. following any increase in the
issued Ordinary Share capital during the twelve months following the EGM.



It is proposed to issue Share Options amounting to 9.75 per cent. of the issued
share capital to the Executive Directors of the Company and further Share
Options to other executives and Directors of the Company.  A committee of the
Directors will be established to determine the precise terms and distribution of
the Share Options.



The residual pool of Share Options will be set aside for further executive
employees of the Company or further to incentivise existing non-director
executives as and when deemed appropriate by the Directors.



Increase in Share Capital and Disapplication of Pre-emption Rights



The Directors propose to seek Shareholder approval for the increase of the
authorised share capital to 16,000,000 Ordinary Shares by the creation of a
further 8,000,000 Ordinary Shares each to rank pari passu in all respects with
the existing Ordinary Shares.  In order to provide greater flexibility in
developing the Company, the Directors are therefore seeking the disapplication
of pre-emption rights over 6,800,000 Ordinary Shares in the Company, which may
be issued in due course for cash.



Recommendation



The Directors consider that the change of business strategy, the increase in
Company's authorised share capital, the authority to allot shares under Section
80 of the Act, the disapplication of pre-emption rights and the New Share Option
Scheme, are in the best interests of the Company and Shareholders as a whole and
recommend that Shareholders vote in favour of the Resolutions as they intend so
to do in respect of their 91,000 Ordinary Shares representing 1.34 per cent. of
the issued ordinary share capital of the Company. In addition, Delphic and
London & Boston have given irrevocable undertakings to vote in favour of the
Resolutions in respect of 5,157,500 Ordinary Shares, representing approximately
75.85 per cent. of the issued ordinary share capital of the Company. In
aggregate, the Company has therefore received irrevocable undertakings to vote
in favour of the Resolutions in respect of 5,248,500 Ordinary Shares
representing 77.19 per cent. of the issued ordinary share capital of the
Company.'



Further information regarding the proposals described above is set out in the
Circular.  An Extraordinary General Meeting to approve these proposals will be
held at 11.00am on 29th September 2003 at the offices of Wallace & Partners, One
Portland Place, London, W1B 1PN.



Contacts:



Merchant House                         020 7332 2200
Peter Cotgrove, Chairman,
Peter Redmond, Director



Shore Capital                          020 7408 4090
Alex Borrelli
Jonathan Nelson



Definitions used in this announcement bear the same meaning as those defined in
the Circular.


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