Acquisition

RNS Number:8086K
Blueheath Holdings PLC
08 April 2005


For Immediate Release                                             8th April 2005

                             Blueheath Holdings plc

                        Acquisition of CTM Wholesale Ltd

Blueheath, the national delivered wholesaler which uses sophisticated
proprietary technology to offer a substantial cost advantage over established
players in the #16.4 billion grocery wholesale sector, is today pleased to
announce the acquisition of CTM Wholesale Limited ("CTM") for up to #4.9 million
in cash (the "Acquisition").


CTM is a traditional delivered wholesale business to the grocery wholesale
market and also has a small cash and carry operation. It operates from a single
warehouse depot located in Wrexham, Wales. For the year ending 2 April 2005, CTM
is expected to report turnover of #45.0 million, operating profit of #0.5
million and net assets of #3.4 million.


Of the total cash consideration,  #3.9 million is payable on completion, with
the remaining #1.0 million paid into a retention account to be released on the
anniversary of completion of the Acquisition  dependent on, amongst other
matters, the  net operating assets  of CTM as at completion.


Rationale for and benefits of, the CTM Acquisition:


O  CTM represents an opportunity to supplement the organic growth of the
   Company through the acquisition of a traditional regional delivered wholesaler.


O  CTM currently operates with stock levels of approximately 22 days. By
   utilising Blueheath's sophisticated proprietary technology, the Directors of 
   the Company anticipate that this can be significantly reduced down towards 
   the Company's normal operating levels, thereby releasing significant working
   capital.


O  CTM supplies delivered wholesale to around 1,000 retail outlets within
   Wales, providing a complementary fit with Blueheath's existing customer 
   network.


O  The Directors anticipate the Enlarged Group will be able to achieve
   improved operating margins through combined buying volumes, the application 
   of Blueheath's technology and business processes to the CTM operation, and 
   the integration of central overheads.


Commenting on the acquisition, Douglas Gurr, Chief Executive of Blueheath said:


"We are delighted with the acquisition of CTM which represents an important step
in our strategy of building a leading national delivered wholesaler. The
combination of CTM's excellent customer franchise and strong local management
with Blueheath's unique technology-driven business model offers a number of
complementary synergies to the enlarged group and further strengthens
Blueheath's position in the delivered wholesale market."


Financing of the Acquisition


In order to finance the Acquisition the Company is proposing to raise
#6,000,003.50 (before expenses) through a vendor placing and cash placing of
3,870,970 new ordinary shares ("New Ordinary Shares") by Evolution Securities
(as agent for the Company) with institutional investors (the "Placing"). Of the
total cash consideration payable by Blueheath, #3.9 million will be funded by
the net proceeds of the vendor placing of 2,516,130 New Ordinary Shares, which
will be paid directly to the vendors. The balance of the cash consideration will
be satisfied by the net proceeds of the cash placing of 1,354,840 New Ordinary
Shares. The placing price of 155p pence per New Ordinary Share represents a
discount of 4.62 per cent to the closing mid market price of 162.5 pence per
Ordinary Share at the close of business on 7 April 2005, being the latest
practicable date prior to this announcement.



The New Ordinary Shares represent approximately 9.34 per cent of the Company's
existing issued share capital and approximately 8.54 per cent. of the Company's
issued share capital following the Placing. The New Ordinary Shares will rank
pari passu in all respects with the existing ordinary shares of the Company. The
Placing has been fully underwritten by Evolution Securities and is conditional
on, inter alia, the Admission of the New Ordinary Shares to trading on the
Alternative Investment Market of the London Stock Exchange ("AIM").


Accordingly, application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM.  It is expected that Admission
will become effective and dealings in the Placing Shares will commence on AIM on
14 April 2005.


Blueheath Holdings plc

Douglas Gurr, Chief Executive                                 Tel: [phone]

Simon Mindham, Finance Director                               Tel: [phone]


Buchanan Communications                                       Tel: [phone]

Mark Edwards / Nicola Cronk / Tom Carroll            email: [e-mail]


Evolution Securities                                          Tel: [phone]

Michael Brennan / Bobbie Hilliam


Notes to editors:

Blueheath is a wholesaler of groceries to convenience stores in the #16.4
billion UK grocery wholesale sector. The Group sells and arranges the
distribution of approximately 3,100, primarily ambient, product lines to over
1,600 independent and multiple retail and leisure outlets within the UK.
Blueheath's innovative technology-driven business model is founded on the basic
principles of stripping out unnecessary supply chain costs and overheads and
passing on financial and operational benefits to customers. This enables
Blueheath to offer customers a wholesale delivery service of groceries at close
to Cash & Carry prices.

Blueheath achieves cost savings in three ways:

1. Operating on low stock levels through the use of sophisticated, proprietary
   stock prediction technology.

2. Using spare distribution capacity through its partnership with British
   Bakeries Ltd and other operators.

3. The extensive use of process automation to minimise administration costs.


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

ACQEAPLPEEASEEE