React Group Regulatory News (REAT)

Embargoed 07.00a.m. 16 December 2013

Verdes Management PLC

Amendment to Newick Convertible Loan Agreement

16 December 2013



Verdes Management PLC

Amendment to Newick Convertible Loan Agreement

("Verdes" or the "Company")

Further to the announcement dated 4 October 2013 concerning the convertible loan agreement ("Agreement") signed by the Company with Newick Developments Limited ("Newick"), the Company has agreed with Newick to make minor amendments to the Agreement to allow the Company to draw down funds at an earlier time than that previously agreed.

In summary, the amendments principally set the draw down dates by the Company as follows:

- a tranche of £125,000 will be drawn on 20 December 2013;

- a further tranche of £125,000 will be drawn on 20 January 2014 in the event that the Company has not by that date held the general meeting ("General Meeting") to approve, inter alia, resolutions to effect a capital reorganisation, and the whitewash of the convertible loans from Newick and Westminster Asset Management as required under the City Code on Takeovers and Mergers ("the Resolutions"); and

- In the event that the General Meeting approves the Resolutions, the outstanding balance of the Newick convertible loan shall fall due within five business days of the date of the General Meeting, and shall be converted into new ordinary shares upon receipt.

Additionally, and as announced on 26 November 2013, to the extent that the Resolutions are passed and the Newick convertible loan is drawn down and converted in full, the outstanding balance of the RAB Capital convertible loan, being £120,000, will fall due upon the business day following the receipt by RAB Capital Limited of notice from the Company that the entire commitment under the Newick convertible loan has been converted into shares in the Company.

Since Newick is a related party under the AIM Rules, and the Agreement was originally a related party transaction, the amendments to the Agreement are also classified as a related party transaction. Daan van den Noort, the Company's Chairman is not considered independent, and therefore Sarah Bertolotti and Joep van den Aker ("the Independent Directors") have negotiated and considered the amendments to the Agreement, together with the Company's Nominated Adviser, SPARK Advisory Partners Limited.

The Independent Directors, having consulted with the Company's Nominated Adviser, consider the Loan and the terms of the amendment to the Agreement to be fair and reasonable insofar as the Company's shareholders are concerned.

All previously announced terms of the Agreement remain the same.

For further information, please contact:

Verdes Management PLC (Independent Directors)

Joep van Den Aker - Non Executive Director +31 6222 476 975

Sarah Bertolotti - Finance Director 07932 569404

SPARK Advisory Partners Limited

Neil Baldwin 0113 370 8974

Mark Brady 0113 370 8971