EVRH.L Regulatory News (EVRH)

Armstrong Ventures plc

("Armstrong" or the "Company")

Result of General Meeting, Board Changes and Change of Registered Office

The Company is pleased to announce that all the proposals put to Shareholders at the general meeting held at 11.00 a.m. on 17 July 2015 concerning the proposed Placing by Peterhouse Corporate Finance Limited ("Peterhouse") to raise approximately £2 million net of expenses and the change of Investing Policy were duly passed.

Application will be made for the 16,891,666,659 New Shares issued to the Placees and the 2,511,250,001 Adviser Shares issued to Peterhouse and other advisers pursuant to the Placing to be admitted to trading on AIM. Admission and dealing is expected to occur at 8.00 a.m. on 23 July 2014. The new Ordinary Shares will rank pari passu with the existing Ordinary Shares in issue. Following the issue of the new Ordinary Shares, the Company's total issued share capital will be 23,075,451,022 Ordinary Shares. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

The Company has created and issued a total of 4,222,916,655 Warrants. One Warrant has been issued for every four New Shares subscribed for by Placees pursuant to the Placing.

The Warrants may be exercised at any time on or before 31 July 2018 and shall entitle the Warrant holder to subscribe for one Ordinary Share for each Warrant held at 0.014p.

The registered office of the Company has been changed to 18 Buckingham Gate, London, SW1E 6LB.

Investing Policy

In addition, the Company has now adopted the following Investing Policy:

"The Company will invest in businesses in the media, technology and healthcare sectors which have some or all of the following characteristics:

 • strong management with a proven track record;

• ready for investment without the need for material re-structuring by the Company;

• generating positive cash flows or imminently likely to do so;

• an injection of new finances or specialist management will enhance the prospects and therefore the future value of the investment;

• the potential to deliver significant returns for the Company.

"Whilst the Company will be principally focused on making investments in private businesses, it would not rule out investment in listed businesses if this presents, in its judgment, the best opportunity for Shareholders.

"The Company intends to be an active investor in situations where the Company can make a clear contribution to the progress and development of the investment. In respect of other, more substantial investment opportunities, it is expected that the Company will be more of a passive investor.

"There will be no limit on the number of projects into which the Company may invest, and the Company's financial resources may be invested in a number of propositions or in just one investment, which may be deemed to be a reverse takeover pursuant to Rule 14 of the AIM Rules. Where the Company builds a portfolio of related assets it is possible that there may be cross-holdings between such assets. The Company does not currently intend to fund any investments with debt or other borrowings but may do so if appropriate.

"The Company's primary objective is that of securing for the Shareholders the best possible value consistent with achieving, over time, both capital growth and income for Shareholders through developing profitability coupled with dividend payments on a sustainable basis."

Board Changes

Sean Nicolson and Peter Read have now both joined the Board and Manish Kotecha and Peter Redmond have both resigned as Directors of the Company. Haresh Kanabar has resigned as Chairman of the Company, but will continue as a Director until 30 November 2015. Mr Kanabar now holds 109,341,135 Ordinary Shares (0.47% of the total voting rights of the Company), 20,833,333 Warrants and options to acquire 147,077,405 Ordinary Shares at an exercise price of 0.025p per Ordinary Share.

Sean Nicolson has an interest in 570,520,833 Ordinary Shares (2.47% of the total voting rights of the Company) and 41,666,666 Warrants of which he beneficially owns 4,487,187,500 Ordinary Shares (2.11% of the total voting rights of the Company) and 20,833,333 Warrants and his wife owns 83,333,333 Ordinary Shares (0.36% of the total voting rights of the Company) and 20,833,333 Warrants.

Peter Read has an interest in 166,666,666 Ordinary Shares (0.72% of the total voting rights of the Company) and 41,666,666 Warrants.

Sean Nicolson (aged 49)

Sean is Executive Director of e-Therapeutics plc, an AIM listed drug discovery and development company. He has over 20 years' experience as a corporate finance lawyer and was previously an equity partner in the corporate team of Bond Dickinson LLP. Sean has many years' experience of advising companies in the media, technology and healthcare sectors on flotations, venture capital and private equity fundraisings, mergers and acquisitions, takeovers, joint ventures and corporate governance matters.

Sean is currently also a director of Northern Canon (a registered charity) and a partner of Monograph LLP.

Previously Sean has been a director of Bizdocs Limited, Bond Dickinson Financial Services Limited, Bond Dickinson Service Company Limited, Bond Dickinson Wealth Limited, Designed and Made, Dickinson Dees Financial Services Limited, mima friends (a registered charity), Monograph Publishing Limited, Prima Director Limited and Prima Secretary Limited.

Sean was also a director of BDK Investments Limited ("BDK") from its incorporation on 8 March 2011 until 17 March 2011 and Badekabiner Limited ("Badekabiner") from its incorporation on 11 March 2011 until his resignation on 7 April 2011. BDK and Badekabiner were Bond Dickinson shelf companies created for the benefit of clients of the firm. BDK and its subsidiary, Badekabiner, were subsequently placed into administration on 30 January 2012. BDK and Badekabiner were dormant companies throughout the periods in which Mr. Nicolson was a director. He was not involved in BDK's or Badekabiner's subsequent activities or their administration proceedings.

As a partner in a law firm, Mr Nicolson has been a director during the past five years, of many of Bond Dickinson's other shelf companies created for the use of the firm's clients, amounting to 175 appointments in total. A full list of these appointments as a director is provided below.

There are no other matters required to be disclosed in respect of Sean Nicolson's appointment under paragraph (g) of Schedule Two of the Aim Rules or AIM Rule17.

Peter Read (aged 59)

Peter began his career with KPMG in 1976, becoming a partner in 1990 and Head of Transaction Services for the telecoms, media, technology (TMT) practice in 1998 and Head of the TMT practice in 2003. In 2008, Mr Read was appointed Chairman of KPMG's TMT practice and Chairman (EMA) of the global Japanese practice. He held these positions until retiring from KPMG in 2013. Over this six year period he was also the lead partner for key TMT clients including WPP, IBM, Informa and DMGT and European sub-groups of Japanese clients, including Sony, Sumitomo, Mazda and Hitachi.

Peter's current non-executive roles include Quayle Munro Holdings, the Professional Cricketers' Association, The Royal Automobile Club (where he is also Chairman of the Audit Committee), the Motor Sports Association and Concha plc.

Peter is currently a director of the following companies:

The Royal Automobile Club Limited

PCA Management Limited

Quayle Munro Holdings Limited

Motor Sports Association Limited

Concha plc

Norfolk House Residents Limited

Peter has been a partner in the following partnerships in the past five years:

KPMG LLP

KPMG Europe LLP

There are no other matters required to be disclosed in respect of Peter Read's appointment under paragraph (g) of Schedule Two of the Aim Rules or AIM Rule17.

-ENDS--

FOR FURTHER INFORMATION, PLEASE CONTACT:

Armstrong Ventures plc

Sean Nicolson Tel: +44 (0) 1993 880 000

Cairn Financial Advisers LLP

Sandy Jamieson Tel: +44 (0) 207 148 7900

Peterhouse Corporate Finance Limited

Lucy Williams / Eran Zucker Tel: +44 (0) 207 469 0935

Sean Nicolson: Additional Past Directorships

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