Digitalbox Regulatory News (DBOX)

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14 May 2012

PLUS Markets Group plc

Closure of Formal Sale Process and Commencement of Orderly Run-Off of the Business of PLUS-SX

The Board of PLUS Markets Group plc ("PLUS" or the "Company") makes the following update announcement to shareholders.

As indicated in the Company's announcement of 3 February 2012, the Board initiated a formal sale process ("FSP") in order to seek a partner to help its operations achieve the scale and reach required to maximise value to stakeholders. An important part of this objective was to secure the ongoing financial position of PLUS and the continued running of its subsidiary operations. These comprise: PLUS Stock Exchange plc ("PLUS-SX"), the cash equities recognised investment exchange ("RIE"); PLUS Trading Solutions Limited ("PLUS-TS"), an "exchange in a box" turnkey solution for entities seeking to establish new trading platforms; and PLUS Derivatives Exchange Limited ("PLUS-DX"), a derivatives division set up to utilise the PLUS-TS platform.

The primary objectives of the Board have been to protect the interests of the shareholders of the Company by securing the reputation and continuity of the RIE, providing an ongoing trading platform for its existing listed and quoted companies, and by seeking to maximise the value retained or received by shareholders in respect of the Company. During the process, the Board has considered various options available to it including potential offers for the Company, offers of funding through a placing for shares in the Company, the injection of capital into a subsidiary company, the sale of certain assets of the Company and loan financing. Discussions were held with a number of parties including major international stock exchanges and trading platforms, inter dealer brokers, technology providers, private equity and other wealth funds.

Any offer for the Company or significant equity investment requires both shareholder approval at a general meeting and regulatory approval from the FSA for a change of control of the RIE (including FSA agreement that the RIE could continue to meet its regulatory obligations on an on-going basis).

As reported on 17 April 2012, the Company had received indicative proposals in response to the FSP from a number of parties. To date, none of the parties have been able to progress matters to a position whereby either the parties or the Board, in conjunction with its advisers, were satisfied as to the deliverability to completion of any proposed transaction.

As a result, the Board of the Company has terminated the FSP with immediate effect and the Company is no longer deemed to be in an offer period under the Takeover Code.

The Board regrets to inform shareholders that, due to the ongoing operating costs of its business in the context of its regulatory status, the Company's cash balance has reached a level at which the Board has informed the FSA that it intends to commence a process of orderly closure. In consultation with the FSA, the regulated activities undertaken by the Group, which include the operation of the RIE, will be wound down over a period of up to six months in order to minimise market disruption.

This will include working to ensure that companies traded on the PLUS-quoted market are able to find suitable alternative arrangements for the trading of their shares. In the interim period, the PLUS market will continue to operate as normal. Further announcements in relation to the closure process will be made in due course as dialogue takes place with the FSA.

During the winding-down process, the Board will continue to explore all possible avenues to preserve remaining shareholder value, including any offers for the Company's remaining assets. The Board will then consider what steps to take to either return residual value, if any, to shareholders or to convert the Company into an investing company under the AIM Rules. Any parties who might be interested in a transaction with the Company, including the purchase of Company assets, should contact Wyvern Partners (contact details are provided below).

The Company will continue to update the market as appropriate.

For further information, please contact: