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Greener House Investments plc (GHIP)


Monday 29 March, 2010

Greener House Investments plc

Investment and Suspension



Greener  House Investments Plc ("GHI" or "the Company") is pleased  to  announce
that  it  has  entered into agreements to make a substantial investment  in  the
Share Capital of Fresh T Limited ("Fresh TL"), subsequently and conditionally to
acquire  the remaining shares not then owned by it in Fresh TL, and to undertake
an  equity  placing for cash.  FreshTL is a privately owned company specialising
in Software as a Service ("SaaS"). Further details follow.

Owing  to  the  nature of the transaction, which comprises a  Reverse  take-over
under  the  PLUS  rules, the Company's shares are required to be suspended  from
trading  with  immediate  effect. Trading will  be  restored  when  the  Company
publishes  an  admission document and makes an application for  re-admission  to
PLUS, which is expected before the end of June 2010. Accordingly the Company has
requested the suspension of trading in its shares with immediate effect.

The  initial investment in which GHI will subscribe GBP 300,000 for  A  ordinary
shares  will  be matched by funds ("YFM Clients") managed by YFM Private  Equity
Ltd  ("YFM").  This  will result in each of GHI and YFM Clients  owning  20%  of
FreshTL,  with  the  balance  of the capital in  ordinary  shares  held  by  the
management of FreshTL. The "A" ordinary shares have certain preferential  rights
details of which are set out below.

Formed  on  29  April  2009 and based in the North West of England,  FreshTL  is
developing  a  global  SaaS  business around its own intellectual  property  and
distribution rights.

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

The management of FreshTL intend to grow the business through the acquisition of
complementary  applications  and  distribution  rights  both  domestically   and

The  Directors believe that the growth of FreshTL will be enhanced by additional
funding, and therefore they intend to raise up to a further £300,000 by way of a
placing  of  new shares in GHI (the "Placing") to be invested in  FreshTL  which
will  be  matched by YFM Clients to bring the total funding available to develop
the  business to up to £1.2m. The Placing, which is conditional, will be by  way
of  a  private placing to raise a minimum of £100,000. Daniel Stewart &  Co  has
agreed to subscribe for any shortfall up to £100,000 if other investors are  not

GHI  has  entered  into conditional agreements to acquire  the  A  Ordinary  and
Ordinary  shares  in  Fresh owned by management and in due  course  YFM  Clients
respectively in exchange for GHI ordinary shares at the same price as the  value
ascribed to FreshTL shares in making the initial investment ("the Acquisition").
The  Acquisition  and  the  Placing are conditional on certain  GHI  shareholder
approvals  including a whitewash of Rule 9 of the Code. Shareholder approval  is
required by the PLUS Rules for Issuers.

 Following the Acquisition FreshTL will be a wholly owned subsidiary of GHI.

Board changes
Upon  the  Acquisition completing John McGuire and Stephen Blank Chief executive
and  finance director of FreshTL will join the board of GHI in those capacities.
Derek  Lewis  and  James Grossman will join the board of GHI,  as  Non-Executive
Chairman  and  Non-Executive Director respectively and the current directors  of
GHI will resign.

Derek  Lewis  has had a successful career in the IT industry, working  initially
for  IBM,  and then spending the last 25 years in the entrepreneurial world.  He
has  had a number of start-ups (including the BPO firm Vertex Data Science), led
an  MBO (Technology plc) and has had wide experience of the Private Equity world
both   as  management  backed  by  PE  and  within  a  PE  firm.  He  has   wide
Chairman/Director  experience in the Public and Private  markets,  and  in  both
Executive and Non-Executive capacities.

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.

A ordinary shares
The  A  ordinary  shares  rank  equally with the Ordinary  Shares  for  dividend
purposes. On the occurrence of a return of capital event, the A Ordinary  Shares
rank  in  priority ahead of the Ordinary Shares in relation to both capital  and
outstanding distributions. The holders of the A Ordinary Shares have  the  right
at any time to convert such shares into an equivalent number of Ordinary Shares.
The Ordinary Shares and Ordinary Shares rank equally for the purposes of voting,
save  where a specified event occurs, in which case the A Ordinary Shares  carry
100,000 votes per share, until such specified event is rectified. The A Ordinary
Shares also benefit from a number of specified class rights.

YFM Private Equity Limited
YFM Private Equity Limited is authorised and regulated by the Financial Services
Authority  and is part of the YFM Group. The YFM Group is part of the GLE  Group
of companies.

YFM  Group  has circa £310 million in funds under management and is  responsible
for  15  different  funds backed by private individuals,  pension  funds,  large
corporates,  banks,  the European Investment Fund, the  UK  Government  and  the
European  Commission.  In  the  year ending 28 February  2010  £20  million  was
invested  in  deals  worth  over £70 million in 66  companies.   There  were  85
separate  transactions involving monies from 10 different funds.  Sums  invested
in  clients  new  to the YFM Group are typically in the range £100,000  to  £8.0

Commenting  on  the transaction Jonathan Metliss, GHI's Non-Executive  Chairman,
said:  "We are delighted to have identified this opportunity with FreshTL  after
an  extensive  search,  and to be investing alongside  the  North  West  Venture
Capital  Fund. We believe that FreshTL has positioned itself well in an exciting
business sector with good prospects of growth under experienced management, from
which GHI shareholders can benefit in the future."

Commenting  on the transaction John McGuire, FreshTL's Chief Executive  Officer,

"We are thrilled and delighted to be working with GHI & YFM. The investment will
allow  us to develop the business and establish a foothold in the growing  Cloud
Computing market."

The  Directors  of  the Company accept responsibility for the contents  of  this


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

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

Paul Shackleton                         +44 (0) 207 776 6550
Daniel Stewart & Co PLC                                                                                                                                                                                                                                                         

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