Digitalbox Regulatory News (DBOX)

PLUS Markets Group plc

(the "Company")

Proposed Investing Policy and Notice of General Meeting

The Company announces that it is posting today to Shareholders a circular and notice of General Meeting to be held at 1.00 p.m. on 21 November 2012 at 200 Strand, London WC2R 1DJ.

The purpose of the circular and notice of general meeting is to set out the details of, and seek shareholder approval for, inter alia, the Company's Proposed Investing Policy, the Capital Reorganisation and the adoption of the New Articles.

Extracts from the circular are set out below and the full circular will shortly be made available on the Company's website, www.plusmarketsgroup.com.

Other than where stated, capitalised terms used in this notice shall have the same meaning as ascribed to them in the circular (see definitions below).

For further information, please contact:

PLUS Markets Group plc +44 20 7440 0640

Don Strang

N+1 Brewin (Nominated Adviser and Broker) +44 20 3201 3710

Robert Beenstock / Aubrey Powell / Alex Wright

Chairman's Letter

Introduction

I am writing to you to explain the resolutions to be proposed at a general meeting to be held at 200 Strand, London WC2R 1DJ on 21 November 2012 at 1.00 p.m.

The Company was formed to develop an independent stock exchange as an alternative to the London Stock Exchange for small and mid-cap companies. It was formerly known as PLUS Markets plc and, before that, OFEX Holdings Plc. The Company, however, failed to establish a core customer and institutional shareholder base and was in financial distress with excessive costs due to an expensive technology platform, a high regulatory cost base and legal proceedings. Given these failures, the disposal of the operating businesses of the Company was deemed necessary by the Board at the time. On 21 June 2012 the Company's subsidiary PLUS-SX, which operated the Company's core stock exchange business, was, following Shareholder approval, sold. Furthermore, on 15 June 2012, the Company disposed of PLUS-TS, a subsidiary of the Company which developed and operated the Company's trading technology platform, and on 19 September 2012 the Company entered into an agreement to dispose of its loss making subsidiary, Plus-DX, subject to the agreement for the change of control from the Financial Services Authority.

On completion of the disposal of PLUS-SX, the Company was re-classified as an Investing Company in accordance with the AIM Rules and an investing policy was adopted, following Shareholder approval, at the general meeting of the Company held on 18 June 2012. This investing policy was to wind-up the Company and distribute any residual cash to Shareholders. At the annual general meeting of the Company, held on 29 June 2012, Shareholders voted against cancellation of the Company's Ordinary Shares to trading on AIM. Therefore, as announced following the annual general meeting, the investing policy was no longer valid. Following the appointments of Donald Strang and Hamish Harris to the Board, the Directors believe it is in Company's best interests to draw on their experience and it is therefore proposed that a new investment policy be adopted as a means of establishing greater Shareholder value.

The Company is also seeking to re-organise its share capital to facilitate the implementation of the Proposed Investment Policy. The Capital Reorganisation is necessary as the Existing Ordinary Shares of the Company are currently trading on AIM at a price below their nominal value of 5 pence per share. The issue of new shares by a public company at a price below their nominal value is prohibited by the Companies Act. Accordingly, without the Capital Reorganisation, the Company is currently unable to issue new shares. The Company is also seeking approval to adopt the New Articles which, amongst other matters, set out the rights attaching to Deferred Shares in the Company following the Capital Reorganisation.

The Directors believe that having the ability to issue new shares may be advantageous in the future and accordingly are seeking Shareholders' authority to allot new ordinary shares following the Capital Reorganisation. Save as disclosed in this document, the Board has no immediate plans to issue new shares (whether for cash or otherwise), it may become necessary to do so in executing of the Proposed Investing Policy.

The purpose of this circular is to seek shareholder approval for the Company's Proposed Investing Policy, Capital Reorganisation, adoption of the New Articles, grant the Directors authority to issue Ordinary Shares and to disapply pre-emption rights in certain circumstances.

Proposed Investing Policy

The Company's Proposed Investing Policy, which is subject to shareholder approval, is to invest in any sector which the Directors consider may potentially create value for its Shareholders. The Directors intend initially to seek to acquire a direct or an indirect interest in projects and assets in the natural resources sector, however, they will consider other sectors as, and when, opportunities arise.

This investment may be in either quoted or unquoted companies; be made by direct acquisition or through farm-ins; may be in companies, partnerships, joint ventures; or direct interests in particular assets or projects. The Company's equity interest in a proposed investment may range from a minority position to 100 per. cent. ownership and may comprise one investment or multiple investments.

Investments in early stage and exploration assets are expected to be mainly in the form of equity, with debt being raised later to fund the development of such assets. Investments in later stage assets are more likely to include an element of debt to equity gearing.

The Company intends to deliver Shareholder returns principally through capital growth rather than income distribution via dividends, although it may become appropriate to distribute funds to Shareholders once the investment portfolio matures.

The Company may be both an active and a passive investor depending on the nature of the individual investments in its portfolio. Although the Company intends to be a long-term investor, the Directors will place no minimum or maximum limit on the length of time that any investment may be held.

There is no limit on the number of projects into which the Company may invest or the proportion of the Company's gross assets that any investment may represent at any time and the Company will consider possible opportunities anywhere in the world.

The Directors may offer new Ordinary Shares by way of consideration as well as cash, thereby helping to preserve the Company's cash for working capital and as a reserve against unforeseen contingencies including by way of example, and without limit, delays in collecting accounts receivable, unexpected changes in the economic environment and unforeseen operational problems. The Company may, in appropriate circumstances, issue debt securities or otherwise borrow money to complete an investment. There are no borrowing limits in the Articles or proposed New Articles. The Directors do not intend to acquire any cross-holdings in other corporate entities that have an interest in the Existing Ordinary Shares.

There are no restrictions in the type of investment that the Company might make nor on the type of opportunity that may be considered.

As an investing company, Plus will be required to make an acquisition which constitutes a reverse takeover under the AIM Rules or otherwise implement its Proposed Investing Policy on or before the date falling twelve months from the disposal of PLUS-SX failing which, the Company's Existing Ordinary Shares would then be suspended from trading on AIM. In the event the Company's Existing Ordinary Shares are so suspended and the Company fails to make an acquisition which constitutes a reverse takeover under the AIM Rules or otherwise implement its Proposed Investing Policy, the admission to trading on AIM of the Ordinary Shares would be cancelled six months from the date of suspension.

Capital Reorganisation

To facilitate the implementation of the Proposed Investment Policy, the Board is proposing to re-organise the share capital of the Company and will seek Shareholders' consent to the Capital Reorganisation and authority to allot new Ordinary Shares at the General Meeting.

It is proposed to reorganise the share capital of the Company by subdividing each issued Existing Ordinary Share into one Ordinary Share of 0.01 pence each and one Deferred Share of 4.99 pence each. The Deferred Shares will carry negligible value and will not be admitted to trading on AIM or any other stock exchange.

The interests of existing Shareholders (both in terms of their economic interest and voting rights) will not be diluted by the implementation of the Capital Reorganisation.

The Deferred Shares will not carry voting rights or a right to receive dividends or any part of the assets of the Company on a return of capital or winding up. The holders of Deferred Shares will not have the right to receive notice of any general meeting of the Company, nor have any right to attend, speak or vote at any such meeting. Accordingly, the Deferred Shares will not have any economic value.

A resolution will be proposed at the General Meeting to adopt the New Articles to include the abovementioned special rights attaching to the Deferred Shares.

No application will be made to the London Stock Exchange for the Deferred Shares to be admitted to trading on AIM or any other stock exchange.

The Company does not intend to issue new share certificates to Shareholders following the Capital Reorganisation. There are no immediate plans to purchase or to cancel the Deferred Shares, although the Directors propose to keep the situation under review.

New Articles

It is proposed that the New Articles be adopted by the Company to, amongst other matters, include the rights attaching to the Deferred Share mentioned above, and remove certain restrictions which applied when the Company was subject to the rules of the Financial Services Authority due to it and its subsidiaries' activities as regulated companies.

A summary of the New Articles will be available for inspection at the General Meeting and will be available on the Company's website www.plusmarketsgroup.com.

Options and Incentive Plans

The Company intends to grant options over Ordinary Shares to incentivise directors, employees and consultants. Options over Ordinary Shares would not exceed 10 per cent. of the Company's issued share capital from time to time without the prior approval of the Shareholders.

The Company also intends to adopt an incentive plan under which it may award Ordinary Shares for no cost to directors, employees and consultants. Ordinary Shares issued under this plan will not exceed 10 per cent. of the Company's issued share capital from time to time without the prior approval of the Shareholders.

The Company is seeking Shareholder approval at the General Meeting to disapply pre-emption rights for the allotment of shares pursuant to the abovementioned options and incentive plans.

General Meeting

You will find, at the end of this Document, a notice convening a General Meeting of the Company to be held at 200 Strand, London WC2R 1DJ on 21 November 2012 at 1.00 p.m.

At the General Meeting the Resolutions that are proposed can be summarised as follows:

- Resolution 1 - To approve the Proposed Investment Policy. This resolution will be proposed as an ordinary resolution.

- Resolution 2 - To approve the Capital Reorganisation. This resolution is proposed as an ordinary resolution.

- Resolution 3 - To authorise the Directors to allot securities pursuant to section 551 of the Companies Act. The resolution will be proposed as an ordinary resolution to authorise the Directors to allot unissued Ordinary Shares of the Company up to a total nominal value of £100,000. This authority will expire at the next annual general meeting.

- Resolution 4 - To disapply the statutory pre-emption rights under section 571 of the Companies Act. This resolution will be proposed as a special resolution. This will allow the Board to allot shares without recourse to the Shareholders so that it can grant options and allot shares to directors, employees and consultants pursuant to the share option and incentives plans of the Company as it deems appropriate. This authority will expire at the commencement of the next annual general meeting.

- Resolution 5 - To adopt the New Articles. This resolution is proposed as a special resolution.

Forms of Proxy

A Form of Proxy for use at the meeting is enclosed with this letter.

Whether or not you intend to be present at the General Meeting in person, you are requested to complete the enclosed Form of Proxy in accordance with the instructions printed thereon. To be valid, completed forms of proxy must be returned by post or hand to Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, so as to arrive as soon as possible, and in any event not later than 1.00 p.m. on 19 November 2012, being 48 hours before the time appointed for the holding of the General Meeting or any adjournment thereof.

The return of a Form of Proxy will not, however, prevent you from attending the General Meeting and voting, in person, should you wish to do so.

Recommendation

The Board considers that the Resolutions are in the best interests of the Company and its Shareholders as a whole. Your Board unanimously recommends that you should vote in favour of the Resolutions.

DEFINITIONS

The following definitions apply throughout this Document, unless the context requires otherwise:

EXPECTED TIMETABLE OF PRINCIPAL EVENTS