React Group Regulatory News (REAT)

VERDES MANAGEMENT PLC

(AIM: VMP)

Preliminary announcement of results for the year ended 30 September 2011

Verdes Management plc ("Verdes" or "the Company"), the specialist turnaround services provider, is pleased to announce its audited results for the twelve months to 30th September 2011.

Chairman's Statement

The Company has continued to make progress despite the challenging and competitive environment in which it operates. Verdes has built a strong management and research team, together with a very experienced advisory Panel, all of whom have the appropriate skills to help grow the business. We have successfully raised £1,467,000 new equity since late December 2010, with another £50,000 being raised after the financial year end. As mentioned in our placing document in September 2010, there had always been a need for the Company to raise additional monies to enable management to deliver on their objectives and to expand the business to a point where they can most efficiently identify and execute deals. In addition to the fundraising exercises the focus has been to consolidate Verdes' position and deliver mandates and I am delighted that this focus has led to our first two mandates as announced earlier this month.

Verdes was established to act as a turnaround advisory business offering services to stakeholders, as well as facilitating investment opportunities in companies in need of restructuring. The Company's objective is to target distressed and underperforming UK companies, mostly publically listed, worth between approximately £5 million - £100 million across a broad range of sectors, excluding natural resources. Verdes has a clear strategic approach to identifying potential opportunities and during the year has successfully sourced many such opportunities which management is now working towards converting to 'live' mandates.

The current volatility of the economic environment and the difficult trading conditions which many UK companies currently face continue to create an environment in which the Verdes' business model can be successful, although we are mindful that market instability means companies are reticent about making strategic decisions and the banks are much less flexible in their approach to funding options. Therefore, in order to secure mandates Verdes needs to increase brand awareness and presence in the market. We believe that an enhanced brand presence combined with a higher level of confidence in the market will assist in increasing our deal flow in the medium to long term. As such we are actively engaged in marketing our business to a large number of companies and intermediaries across our target sectors. During the last twelve months we have carried out a significant number of presentations to broking houses, lawyers and financial advisers and we are receiving referrals from the range of intermediaries to whom we have marketed. These endorsements confirm the attractiveness of Verdes' services and our belief that there is a need for our style of institutional activity. The Management team, led by Adam Webb, is continuing to examine a number of new business situations which it believes could deliver value enhancing transactions for the Company.

The audited results for the 12 months to 30 September 2011 for Verdes are revenues of £0 (2010: £0) and overheads of £651,246 (2010 credit: £40,689), resulting in a loss of £651,247 (2010 profit: £40,595) for the year. The main focus in this first complete year under the new business model has been to set up the team and build a quality brand to enable Verdes to deliver its business model. This has been done whilst keeping the overheads low giving us a healthy cash balance at the end of the year.

The Company is now well placed to grow and secure a regular pipeline of mandates. Verdes established an experienced advisory Panel in the first half of the year to play an active role in sourcing and helping with the execution of deals. I remain impressed with the energy, interest and input the Panel has provided Verdes. Alongside establishing our advisory Panel, we have also streamlined our Board structure, reducing overheads. We also have an experienced research team in place and a turnaround team which was established by our former non-executive director, Richard Phillips. Richard joined Verdes to bring his turnaround knowledge and contacts to the Company and during his time with Verdes provided introductions for us with a high number of contacts to work on operational turnaround deals. We are very grateful to Richard for his insight and help during his time on our Board.

As announced on 23 March 2012, Verdes has secured its first two mandates. We are looking forward to working on these respective contracts and are confident that we will be able to deliver a positive outcome for the benefit of the businesses in question. Alongside current mandates we have further opportunities in the pipeline and expect to be able to update shareholders in the near future. We are also in the process of recruiting a new senior executive to work alongside Adam Webb to drive the volume of deals that Verdes can work on and will provide an update when this appointment has been made.

Verdes Management plc is still a young company but I believe it has built a solid platform for its next stage of growth. Given the valuable expertise of our Board, Panel and employees, Verdes is well placed to access and take advantage of the opportunities available in the current market and I look forward to updating shareholders on further progress in the coming months.

John Matthews

Chairman

CEO's Statement

Reference has been made in the Chairman's Statement to a number of strategic and operational changes that have taken place since the launch of Verdes. I am very pleased with these changes and they have provided Verdes with a sound base to grow from and provide returns to shareholders.

In particular, I would like to highlight that the Board changes in the summer have proved to be very successful in streamlining the management team, reducing overheads and allowing us to bring in a full-time financial controller.

It is important for shareholders to have some understanding of the Verdes offering and business model so I would like to highlight our main strategies.

We discover potential transactions through our internal research, contacts or through referrals. There is always a significant lead time to any transaction due to the number of different stakeholders involved with a plc, be they directors, core shareholders or advisers that need to be approached and persuaded to support the proposed transaction. It is often the case that incumbent management are in denial of the problems they face and an introduction can give rise to some unexpected results and actions.

The plc is often, by implication, in something of a state of flux giving rise to related problems for its future existence. Verdes would usually seek to have its fees paid by the plc but this may not always be straightforward to achieve and, in some cases, Verdes may turn to shareholders or a 3rd party who wishes to get involved.

We are structured so that our overheads are kept tight and, accordingly, we seek relatively modest fees during any project. This also suits plc's that may be stretched financially. We seek to get our real return on the successful completion of any deal and this will take the form of cash, equity and/or carried interest. In view of this fee structure, Verdes can make a very satisfactory profit margin as deals conclude and, over time, assets will accrue onto our balance sheet.

The nature of our activity on behalf of plc's and their shareholders requires a very high level of tact and confidentiality. I am conscious that our shareholders have not received an abundance of news flow and we will do all we can to appraise shareholders of developments as and when we are able to.

We have, over the period, been involved with a large number of plc's with some falling by the way and others ending in administration, or other form of insolvency. I will set out briefly two projects we have committed significant resources and efforts to over the past year:

1. February 2011 - we became involved with AssetCo plc, a business providing support and services to the London Fire Brigade. The Company was experiencing a multitude of problems: financial and strategic. We won the backing of circa 50% of shareholders and at their request we spent several weeks devising a strategy, some of which was adopted by the plc. AssetCo continued to experience difficulties and although we were asked by some shareholders to become involved at a later date we decided not to commit further resource to a situation which had not resulted in any tangible reward for our efforts;

2. November 2011 - we became involved with a potential fund-raising and restructuring of Luminar Leisure plc, the quoted nightclub Group and had support from advisors to the plc. However, at the last moment, and with no real warning, one of the Banks decided to pull out of the financing and the plc went into administration.

The UK economy still faces very uncertain times and it is a well-known fact that when economies begin to show signs of recovery from recession there are even more financial and strategic problems for companies due to fiercer markets. In addition, the very significant problems being faced by the mid-sized broking houses in the City can only throw up more corporate opportunities for Verdes. We were pleased to announce on the 23 March 2012 that we have successfully signed up our first mandates. We have others in very advanced stages and I look forward to announcing those in due course. I truly believe that once we have a few completed deals, the Verdes proposition will become cemented in the market place and the following deals will be easier to come by than we have experienced in our first financial year.

We are currently exploring various potential strategic options for the Company, and may pursue one of these in the next few months if it is deemed that this will provide higher returns to shareholders. We are also planning to put a proposal in place for new options to provide appropriate rewards to key executives in the team in accordance with market practice. We look forward to announcing further news when appropriate.

Adam Webb

CEO

Income Statement

For the year ended 30th September 2011

Balance Sheet

as at 30th September 2011

Cash Flow Statement

For the year ended 30th September 2011

Statement of Changes in Equity

For the year ended 30th September 2011

Notes to the Financial Statements

For the year ended 30th September 2011

1. Accounting policies

Basis of accounting

The financial statements have been prepared under the historical cost convention and in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union and as applied in accordance with the provisions of Companies Act 2006.

Standards and interpretations effective in the current period

The following IFRS's which are effective for the first time have been applied in these financial statements. Where adoption is material their effect is detailed below:

- IFRS 3: Business Combinations has had no impact on these financial statements;

- IAS 24 Related party disclosures (Revised) has had no impact on these financial statements;

- IAS 27: Consolidated and separate financial statements has had no impact on these financial statements;

- Amendments to IAS 39: Eligible hedged items has had no impact on these financial statements;

- Amendments to IFRS 1: First time adoption of IFRS: Severe hyperinflation and removal of fixed dates for first time adopters has had no impact on these financial statements;

- Amendment to IFRS 2 Group cash-settled share-based payment transactions has had no impact on these financial statements;

- Amendments to IFRS 7 Financial instruments: Disclosures: Transfers of financial assets has had no impact on these financial statements;

- Amendment to IAS 32 Classification of rights issues has had no impact on these financial statements;

- Improvements to IFRS (Issued May 2008) has had no impact on these financial statements;

- Improvements to IFRS (Issued April 2009) has had no impact on these financial statements;

- IFRIC 15 Agreements for the construction of real estate has had no impact on these financial statements;

- IFRIC 16 Hedges of a net investment in a foreign operation has had no impact on these financial statements;

- IFRIC 17 Distribution of non-cash assets to owners has had no impact on these financial statements;

- IFRIC 18 Transfer of assets from customers has had no impact on these financial statements; and

- IFRIC 19 Extinguishing financial liabilities with equity instruments has had no impact on these financial statements.

New standards and interpretations

As of the date of approval of these financial statements, the following Standards and Interpretations which have not been applied in these financial statements were in issue but not yet effective:

- IFRS 9 Financial instruments (Effective for periods commencing on or after 1 January 2013);

- Amendments to IAS 12: Income taxes: Deferred tax: Recovery of underlying assets (Effective for periods commencing on or after 1 December 2012);

- IFRS 11 Joint arrangements (Effective for periods commencing on or after 1 January 2013);

- IFRS 12 Disclosure of interests in other entities (Effective for periods commencing on or after 1 January 2013);

- IAS 28 (Revised) Investments in associates and joint ventures (Effective for periods commencing on or after 1 January 2013);

- AS 27 (Revised) Separate financial statements (Effective for periods commencing on or after 1 January 2013);

- IFRS 10 Consolidated financial statements (Effective for periods commencing on or after 1 January 2013); and

- IFRS 13 Fair value measurement (Effective for periods commencing on or after 1 January 2013).

The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the financial statements of the company. The company does not intend to apply any of these pronouncements early.

Revenue

Revenue is recognised by the company in respect of services supplied during the year, exclusive of Value Added Tax. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

- Management ongoing fees are recognised when the services are rendered.

- Success fees are only recognised when all contractual obligations which determine success are satisfied.

Property, plant and equipment

Property, plant and equipment is stated at historical cost less accumulated depreciation and any provision for impairment in value.

Depreciation

Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of that asset as follows:

Fixtures, fittings & equip. - 25% straight line

Motor Vehicles - 25% straight line

Investments

Investments held as fixed assets are shown at cost less provision for impairment.

Pensions

Contributions to personal pension plans arerecognisedas an expense when employees have rendered service entitling them to the contributions.

Taxation

Corporation tax payable is provided on taxable profits at the current rate.

Deferred income taxes are calculated using the liability method on temporary differences. This involves the comparison of the carrying amounts of assets and liabilities in the financial statements with their respective tax bases. In addition, tax losses available to be carried forward as well as other income tax credits to the company are assessed for recognition as deferred tax assets. However, deferred tax is not provided on the initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit.

Deferred tax liabilities are always provided for in full. Deferred tax assets are recognised only to the extent that the directors consider that it is probable that the underlying deductible temporary differences will be able to be offset against future taxable income. Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

Financial instruments

Financial instruments are classified and accounted for, according to the substance of the contractual arrangement, as either financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Investments

All investments are initially recorded at cost, being the fair value of the consideration given and including acquisition costs associated with the investment.

Trade and other receivables

Trade receivables and other receivables are recognised and carried forward at invoice amounts less provisions for any doubtful debts. Bad debts are written off when identified.

Cash and cash equivalents

Cash and cash equivalents are included in the balance sheet at cost. Cash and cash equivalents comprise cash at bank and in hand and short term deposits with an original maturity of three months or less.

2. Loss on ordinary activities before taxation

Loss before taxation is stated after charging:

3. Auditors' remuneration

4. Particulars of employees

Employee costs, including directors' remuneration, were as follows:

The average number of staff employed by the company (including directors) during the financial period amounted to:

5. Directors' Remuneration

The directors' aggregate emoluments in respect of qualifying services were:

5.

The highest paid director received remuneration of £142,145  (2010 ‑ £10,417).

During the year retirement benefits were accruing to 1 director (2010 ‑ NIL) in respect of defined contribution pension schemes.

6. Finance income and costs

7. Exceptional administrative expenses

As part of the sale of subsidiaries on 28 September 2010 all amounts owed from such companies (£12,017 per above) were written down to £nil.

In addition, during 2010, following the company re-structuring, M D Hosie and R F Davies waived earlier amounts owed to them (for Director services) of £40,333 & £36,000 respectively.

8. Income tax expense

The company has traded at a profit for the previous period although had losses brought forward, therefore no provision for taxation was considered necessary.

Deferred Tax

At the period end the unutilized tax losses carried forward of the company are £1,150,669 (2010: £511,985). A deferred tax asset has not been recognised in respect of these losses in view of the uncertainty as to whether these losses are available for set off against future profits. The deferred tax asset that is not recognised in the financial statements in relation to losses carried forward of the company amounts to £230,131 (2010: £107,518).

Factors affecting current income tax charge

The tax assessed on the loss on ordinary activities for the period is higher than (2010 - lower than) the standard rate of corporation tax in the UK of 20.5% (2010 - 21%).

9. Earnings per share

The basic earnings per ordinary share is calculated by dividing profit/loss for the year attributable to equity holders of the company less non-equity dividends and other appropriations in respect of non-equity shares by the weighted average number of equity shares in issue during the year.

The diluted earnings per ordinary share is calculated by dividing profit/loss for the year less non-equity dividends and other appropriations in respect of non-equity shares by the weighted average number of equity shares outstanding during the year (after adjusting both figures for the effect of dilutive potential ordinary shares).

The calculation of basic and diluted earnings per ordinary share is based upon the following data:

10. Property, plant and equipment

11. Investments

Listed investments

The fair value of the listed investments at 30 September 2011 was £230 (2010 ‑ £N/A).

12. Trade and other receivables

13. Trade and other payables

14. Related party transactions

Details of transactions between the company and other related parties are disclosed below.During the period the company was charged £18,037 (2010: £nil) by J C M Rubin for directors' services. No balance remains payable to J C M Rubin at the year end.

During the period the company was charged £18,000 (2010: £nil) for directors' services by Prepcare LLP, a limited liability partnership of which R M Phillips is a designated member. At the period end an amount of £8,266 (2010: £nil) was payable to Prepcare LLP and is included within trade creditors.

During the period the company was charged £33,485 (2010: £nil) by Kerr Douglas Limited, a company under the control of M D Hosie. This cost is made up of £31,015 (2010: £nil) in respect of director's services, £1,418 (2010: £nil) in respect of bookkeeping services provided by M D Hosie's wife, and £1,052 (2010: £nil) in respect of disbursed travel costs. In the prior year, M D Hosie agreed to waive £40,333 in regard to amounts owing to Kerr Douglas Limited for directors' services (in earlier years). At the period end a VAT inclusive amount of £63 (2010: £3,340) was payable to Kerr Douglas Limited and is included within trade creditors.

15. Share options

The directors are interested in the following options to subscribe for ordinary shares pursuant to the directors' share option agreement:

The Options are exercisable at a price of £0.01 per £0.001 ordinary share and may be exercised in whole or in part during the period commencing 12 April 2014 to 11 April 2021 subject to achievement of the vesting conditions as established by the Remuneration Committee. No options were exercised in the period. The open market value of the company's shares at the balance sheet date is less than the option price and therefore, R A H Webb is not deemed to have received any share based payment

16. Share capital

Authorised share capital:

Allotted, called up and fully paid:

Allotted, called up and partly paid:

The fully paid ordinary £0.001 shares carry one vote per share and carry a right to dividends.The fully paid deferred 'B' shares (£0.009 each) do not carry any votes (other than in a class meeting of the B deferred shares) and have no right to a dividend.

The fully paid deferred shares (£0.065 each) do not carry any votes (other than in a class meeting of the £0.065 deferred shares) and have no right to a dividend.

The partly paid ordinary £0.001 shares carry one vote per share and carry a right to dividends. On liquidation of the company, the shareholder acknowledges that the liquidator may require them to pay the balance subscription on any share which has not been paid.

On 22 December 2010, 6,666,666 ordinary shares of 0.1p each were issued at a price of 0.75p per share which were fully paid.

On 24 December 2010, 333,333 ordinary shares of 0.1p each were issued at a price of 0.3p per share which were fully paid. This issue was in relation to warrants being exercised.

On 18 January 2011, 30,000,000 ordinary shares of 0.1p each were issued at a price of 0.75p per share which were fully paid.

On 26 January 2011, 132,233,333 ordinary shares of 0.1p each were issued at a price of 0.75p per share which were fully paid.

On 10 February 2011, 1,583,500 ordinary shares of 0.1p each were issued at a price of 0.3p per share which were fully paid. This issue was in relation to warrants being exercised.

On 23 February 2011, 1,266,666 ordinary shares of 0.1p each were issued at a price of 0.75p per share which were fully paid.

On 22 September 2011, 61,666,667 ordinary shares of 0.1p each were issued at a price of 0.3p per share which were fully paid.

Since the year end the Company has issued a further 16,666,667 ordinary shares for a total consideration of £50,000.

17. Cash generated/used by operations

18. Going Concern

In common with other businesses in its sector, the Company's results of operations involve a number of risks and uncertainties including, but not limited to, current volatility of the economic environment, developments in strategic relationships and dependence on key individuals or customers. These factors could affect the Company's future operating results and cause actual results to vary materially from expectations.

Verdes has however built a strong management and research team, together with a very experienced Advisory Panel, all of whom have the appropriate skills to help grow the business. Verdes was pleased to announce its first mandates on the 23 March 2012 and the Directors believe the Company is now well placed to grow and secure a regular pipeline of mandates.

In the opinion of the Director's, the Company will have sufficient funds to enable it to continue to trade for at least 12 months from the date of signing the financial statements.

The Company has no material non-monetary assets or liabilities. In the event that the Going Concern basis no longer applies, no material adjustments to the balance sheet at 30 September 2011 will be required.

19. Copies of the financial report and accounts for the year ended 30 September 2011 will be posted to shareholders shortly and will be available on the Company's website at www.verdes-group.com. The Annual General Meeting of the Company will be held at 3.00 pm on 10 May 2012 at Adam House, 7-10 Adam Street, The Strand, London WC2N 6AA.