Alteration to agreement

RNS Number:8256P
Principle Capital Holdings S.A.
19 January 2007



19 January 2007

PRINCIPLE CAPITAL HOLDINGS S.A.

Alterations to shareholders agreement of Principle Capital Partners Limited

Principle Capital Holdings S.A. (the "Company") announces that it today has
entered into a conditional agreement to amend the shareholders' agreement (the
"Agreement") entered into on 18 October 2004 between (1) Principle Capital
Partners Limited ("PCP"), (2) the Company and (3) the Original Founders. The
Original Founders as defined in the Agreement are currently Brian Myerson's own
family trust vehicle Concerto Capital Corporation ("Concerto") and the other
senior members of the executive management team of the Principle Capital Group,
namely George May, David Cooley, James Peggie, Brian Padgett and Leonard
O'Brien.


The Company owns beneficially 70% of the shares in PCP and the Original Founders
own beneficially the remaining 30%. As originally drafted, the Agreement stated
that the Company would lend money without interest to PCP to enable PCP to meet
its costs not covered by its income. The purpose of the loan has been to fund
the establishment costs of PCP and in the future to help fund the continued
growth of PCP, which is the Company's core business interest. However, the
Agreement further stated that PCP would not be permitted to pay a dividend to
its shareholders (the Company and the Original Founders) until any such loan had
been repaid in full by PCP to the Company.


The Board and Concerto (which is the Company's largest shareholder) believe that
the current position does not allow the senior executive team to share in the
early successes in PCP's operations and that it acts as a disincentive to the
executive team to invest to grow the business as any loan drawn down from the
Company acts to delay the team's likelihood of receiving any profit share. As
Concerto plans to give up equity in PCP over time in order to retain existing
management outside the Original Founders and bring new executives to the
Principle Capital Group, the current situation would also significantly reduce
the attraction of Concerto offering equity in PCP to such persons.


The Company's Board has, therefore, discussed the position with a number of the
largest Shareholders (representing to the best of its knowledge over 70% of the
shares in the Company). Following those discussions the Company has entered into
a conditional agreement to amend the Agreement to enable PCP to pay a dividend
to its shareholders (including the Original Founders) in respect of any
financial year ending on or after 31 December 2006 whether or not there are any
outstanding sums payable in respect of any loan made by the Company to PCP
provided that at all times at least 25% of all performance fee payments actually
received by PCP or its subsidiaries from the funds managed or advised by PCP and
its subsidiaries have been or are used to repay some or all of any loans made by
the Company to PCP.

It is considered by the Company's Board that this revision will reward the 
senior executive team for their efforts to date, provide incentive 
to existing and new executives going forward, remove any disincentive 
to grow the operations of PCP and provide a servicing programme 
for loans from the Company.

The proposed amendment is conditional only upon the Company receiving the
approval of its shareholders at an Extraordinary General Meeting ('EGM') to be
held at 12.00 noon (CET) on 8 February 2007 at 6 rue Adolphe Fischer, L-1520
Luxembourg (the Company's registered office), for which notice is given and
approval sought in a circular posted to shareholders today. Shareholders with
Depositary Interests will receive a Form of Authority from the Company's
depositary, Computershare, with instructions on how to communicate their voting
preference. The resolution will be passed if more than 50% of votes of the
members (or their proxies) present at the meeting are cast in favour of the
resolution. Concerto, Brian Myerson's family trust vehicle has confirmed it will
vote in favour of the resolution in respect of its beneficial shareholding
representing 30.6% of the Company's Shares.


Copies of the circular will shortly be available from the offices of Kirkpatrick
& Lockhart Preston Gates Ellis LLP, 110 Cannon Street, London EC4N 6AR.


The Company intends to give a trading update regarding its 2006 full year
performance in early February.


For further information, please contact:


Principle Capital Holdings S.A.

Telephone:            [phone]
Contact:              Brian Padgett



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