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Issue of Debt

5 Mar 2013 07:00

RNS Number : 2052Z
Verdes Management PLC
05 March 2013
 



VERDES MANAGEMENT PLC (AIM: VMP)

Subscriptions to raise £550,000

Further Update

 Convertible Loan of £125,000

 

Further to the announcements of 29 October 2012, 3 January and 27 February 2013, Verdes Management Plc ("Verdes" or the "Company") is pleased to confirm it has received a further investment of £125,000 in the form of an unsecured, interest-free, convertible loan (the "Loan").

The Loan has been made by Westminster Asset Management Limited (the "Lender") a company associated with one of the placees which subscribed and paid for 125 million new ordinary shares in the placing announced on 29 October 2012, representing approximately 18.75% of the enlarged issued share capital following completion of the Placing. The Loan is convertible at 0.055p per share at the option of the Lender. Conversion is conditional on a waiver being obtained, if required, from an obligation under rule 9 of the City Code on Takeovers and Mergers, triggered by converting the Loan, to make an offer for the shares in the Company not owned by the Lender. It is also conditional on the Company undertaking such capital reorganisation as may be necessary to enable it to allot shares at a price which is less than their par value. The Loan is convertible at 0.055p per share at the option of the Lender, such conversion price being a discount of approximately 16% to the closing mid-market price of the Company's ordinary shares over the last 30 trading days up and including 4 March 2013

Since the Lender is associated with a substantial shareholder, the transaction is classified under the AIM Rules as a related party transaction. The directors, having consulted with the Company's nominated adviser, consider the transaction to be fair and reasonable insofar as its shareholders are concerned.

The investment is part of further working capital being made available to Verdes in order to facilitate the development of a new business model which is being prepared with a view to providing increased shareholder value.

Jan Geertman who has a track record of successful investment will join the Company as a consultant to the Board.

As confirmed in the announcement of 3 January 2013 and despite the receipt by Verdes of binding commitment letters from the placees, £375,000 of the placing monies were not received by Verdes. This sum included £64,000 in respect of which 64 million shares were admitted to AIM in consideration of the contractual commitment to pay. In view of the time which has elapsed since completion of the Placing, Verdes has served a call notice on the defaulting placee requiring payment of the subscription monies in default of which the 64 million shares will be forfeited and be available for re-allotment in due course.

Verdes is also pleased to announce that Dr Daniel (Daan ) Van Den Noort , will join the Board of Directors as a non executive director. Dr Van Den Noort is a qualified medical practitioner and experienced public company director with particular experience in brand development, strategic planning, sales strategy development and developing new sales channels. He is currently a director of two companies managing funds on behalf of Hume Global Investors and of Zenith International.

 

Verdes was established by Adam Webb in September 2010 at a time when the directors believed that the stage of the UK investment cycle would provide opportunities to provide advisory and turnaround services to stakeholders and to carry out takeovers of companies in need of consolidation. The Board believes there is demand for such specialist advice and intends that the original advisory business will continue as a subsidiary of Verdes at the same time as the new business model is being developed.

Matt Wood, non executive director, has resigned from the board of the Company to focus on his other interests.

 

The other information to be disclosed in relation to Dr Van Den Noort in accordance with paragraph (g) of Schedule Two of The Aim Rules is as follows:

 

Dr Van Den Noort is aged 58.

 

Current directorships

 

Bioseutica Group

Hume Global Equity Fund Limited

Hume Global Investors PCC Limited

Zenith International Multi-Managers Funds Limited

Zenith International Research Limited

 

Previous directorships

 

Kingswalk Investment limited

Genizo Bioscience

Syntarga

Metabolex

Pharma Bio-Research

 

Contacts:

Verdes Management plc

www.verdes-group.com

Adam Webb

+44 (0) 7943 113 190

WH Ireland Limited

www.wh-ireland.co.uk

John Wakefield

+44 (0) 117 945 3470

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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