React Group Regulatory News (REAT)



Verdes Management PLC

Share Issue

("Verdes" or the "Company")

The Company has agreed the following in relation to the 7,247,295 ordinary shares of 0.1p each in the Company (the "Deferred Purchase Shares"), which were originally allotted on 14 April 2011 under a deferred share purchase plan (the "Plan") to previous members of the board of directors ("Directors") of Verdes (the "Board'). The Deferred Purchase Shares had been subscribed for at a price of 1p per share with an initial subscription of 0.1p per share being paid on issue, leaving 0.9p unpaid.

Under the terms of the Plan, the holders of the Deferred Purchase Shares can be required to sell their Deferred Purchase Shares if they become leavers, which all of them have become because none of them are now on the Board, at which time they have to pay them up. However, in these circumstances the holders are only required to pay up the lesser of the original 0.9p unpaid and the difference between the amount paid to date (0.1p) and the current market value of the Company's ordinary shares (also in the order of 0.1p). Given this, and the fact that the holders of the Deferred Purchase Shares are no longer associated with the Company, the current Board has decided ahead of the proposed capital reorganisation that it will waive the outstanding amounts due on the Deferred Purchase Shares. At a board meeting held on 23 December 2013 it was resolved that: 

1. the Company waives any or all rights which it may have to demand further payment from the holders of the 7,247,295 ordinary shares of 0.1p each in the capital of the Company held by Eddie Edmonstone, Janet Rubin, John Matthews and Michael Hosie under the terms of subscription agreements entered into between each of them and the Company on 12 April 2011

2. such agreements be terminated with immediate effect; and 

3. for the avoidance of doubt, such 7,247,295 ordinary shares be deemed to be fully paid with no further amounts being payable on them (including by way of share premium) and that the amount of 0.09p per share currently standing to the credit of the share premium account in respect of each such share be re-designated as share capital."

The Company has today written to the four holders of the Deferred Purchase Shares. Application will be made in due course to the London Stock Exchange for the Deferred Purchase Shares to be admitted to trading on AIM. The Deferred Purchase Shares now rank pari passu in all respects with the existing Ordinary Shares, including the right to receive dividends and other distributions. 

The Company's fully paid up ordinary share capital following the steps described by the Company above now comprises 666,680,735 ordinary shares of 0.1p each

For further information please contact:

Verdes Management PLC

Daan van den Noort - Chairman 00 31 6 10 89 65 81

Jan Geertman - Consultant to the Board 07825 501627

SPARK Advisory Partners Limited (Nominated Adviser)

Neil Baldwin 0113 370 8974

ENDS