Digitalbox Regulatory News (DBOX)

PLUS Markets Group plc

(the "Group" or the "Company")

Summary re Announcements

Proposed Disposals of PLUS-SX and PLUS-TS

Further to the announcements made yesterday and today in respect of the Proposed Disposal of PLUS-SX and the disposal of PLUS-TS, and following considerable media and shareholder comment on the Proposed Disposal and the situation of the Company, much of which is inaccurate and misleading, the Company sets out the following summary for the benefit of Shareholders ahead of the General Meeting to be held on Monday 18 June 2012:

Over the last two years, the Company has dramatically reduced its cost base to the minimum level commensurate with its RIE status but has been unable to generate alternative sources of revenue to reverse its ongoing losses. The Board has considered a wide variety of options to refinance, restructure or sell the Company to protect shareholder value. All the options have been considered in the context of value and deliverability (including approval by the Financial Services Authority (the "FSA")).

Despite progressing discussions on a number of options, including Markab Capital's draft financing proposal, other than the ICAP proposal, none have been capable of delivery.

The decision to announce an orderly closure on 14 May 2012 was made in consultation and agreement with the FSA in the context of an assessment of the Company's existing liabilities when compared to its remaining cash balances.

ICAP's proposal to acquire PLUS-SX was received after the announcement of orderly closure and the termination of the FSP and pursued with the FSA's approval within a tight timeframe and only on the basis that ICAP covered the costs of agreeing the proposed transaction.

The board reiterates its understanding of the FSA's position that, should the Proposed Disposal not complete, the FSA will take steps to revoke the RIE license as soon as possible. The FSA has also confirmed to the Company that it does not intend to enter into a consultation period and therefore the board does not consider there will be scope for a subsequent purchase of the RIE licence by any third party.

Should the license be revoked and the orderly closure continue, the PLUS Quoted Market will cease to exist and the anticipated return to shareholders will be negligible.

As stated in previous announcements and the Circular, the Board is required to fund the ongoing orderly closure process of PLUS-SX and the winding down and/or disposal of the Group's remaining subsidiary, PLUS-DX, in the event that the Proposed Disposal does not complete (and until such date as the Proposed Disposal does complete). The Board currently believes that any disposal of PLUS-DX is unlikely to have any material financial effect on the amounts expected to be retained by the Group. The Board therefore believes that the prospective benefits accruing to Shareholders from the combined events announced yesterday and today represent the best available outcome in the circumstances and following the requirement to place the Group's regulated activities into run-off.

The combined maximum benefit to Shareholders resulting from matters announced yesterday and today, namely the increased consideration from ICAP in connection with the Proposed Disposal, and the disposal of the Group's subsidiary PLUS-TS to FORUM (the "PLUS-TS Disposal"), would be to increase the cash balance of the Group for the benefit of Shareholders by approximately £781,251, conditional on shareholder approval of the Proposed Disposal.

Should the Proposed Disposal not complete the consideration for the PLUS-TS Disposal will be nominal consideration of £1 while the Group will benefit from the cost savings of approximately £54,000 in relation to the continuing services required by PLUS-SX until its closure.

The advisory costs in the Circular comprise legal, corporate and financial advisory, accountancy, public relations, Company Secretarial, printing and disbursement costs. The majority of these costs are not discretionary or success related and are therefore liabilities of the Company under orderly closure. Of the total amounts to be paid to the two executive board directors under the compromise agreements, two-thirds (equal to twelve months' salary) equates to the notice pay to which the executives would be entitled in the ordinary course, and is therefore already a liability of the Company under orderly closure. The balance (equal to six months' salary) reflects settlement of their entitlements to compensation following a change of control of the business.

The Board can confirm that there are no pre-existing or ongoing commercial relationships or agreements between any of the Executive or Non-Executive members of the Board of PLUS Markets Group plc with ICAP plc or any of its group companies or with FORUM Trading Solutions Limited.

The combined effects of the Proposed Disposal and the PLUS-TS Disposal (assuming completion of both) would increase the net cash balances of the Group after certain deductions, as disclosed in the Circular, from approximately £640,000 to approximately £1,475,251. These estimated cash balances remain subject to the same caveats, set out in the Circular, in relation to the ongoing operating costs of the Company and any other unforeseen items which could further reduce the cash balances.

Set out below is an estimated summary of the approximate prospective net cash balances in the event of completion of the two transactions described above, based on currently available information.

The final amount of cash available for distribution to Shareholders remains subject to the caveats in relation to the ongoing operating costs of the Company.

The resolution to delist the Company is intended to provide a means to distribute cash to Shareholders that would otherwise be utilised in the ongoing maintenance of a public listing but the choice to do so remains for Shareholders to vote on.

Shareholders are advised that the General Meeting scheduled for 9 a.m. on Monday 18 June 2012, details of which are set out in Circular and Notice of General Meeting sent to Shareholders on 31 May 2012, will take place as anticipated.

The Board repeats its recommendation that approval of the Proposed Disposal is in the best interests of Shareholders.

This announcement is not a substitute for reading the announcements already released by the Company yesterday and today and Shareholders are advised to read all announcements in full.

Capitalised terms in this announcement have the same meaning as in the Circular posted to Shareholders on 31 May 2012 in relation to the Proposed Disposal of PLUS-SX. This information should be read in conjunction with that in the Circular posted to Shareholders on 31 May 2012 (the "Circular").

This announcement will be made available on the Company's website www.plusmarketsgroup.com.

For further information, please contact: