React Group Regulatory News (REAT)

For immediate release: 26 November 2013

Verdes Management PLC

New Convertible Loan Agreement

26 November 2013



Verdes Management PLC

New Convertible Loan Agreement

("Verdes" or the "Company")

The Board of Verdes Management PLC (AIM: VMP) is pleased to confirm it has signed a new convertible loan agreement to provide up to £275,000 of loan capital (the "Convertible Loan") to the Company to allow it to develop its new strategy.

The Convertible Loan is being provided by RAB Capital Limited ("RAB"). RAB is referred to herein as "the Lender".

Terms of the Convertible Loan

The Convertible Loan has the following principal terms:

Amount: £275,000.

Advance of Funds:

The RAB Convertible Loan shall be advanced as to £155,000 the business day following the date of the agreement. The balance of the RAB Convertible Loan (£120,000) shall be advanced the business day following the conversion into New Ordinary Shares of the £500,000 to be drawn by the Company under the Newick Convertible Loan (defined below). Details of the convertible loan which was entered into by Newick Developments Limited ("the Newick Convertible Loan") on 3 October 2013 were detailed in an RNS announcement of 4 October 2013.

The first £155,000 of the RAB Convertible Loan has been received.

Term and Repayment:The Convertible Loan is repayable (to the extent conversion has not occurred) 30 months from the date of the drawdown of the first tranche of the RAB Convertible Loan. The outstanding amount of the RAB Convertible Loan which has not been converted into ordinary shares in the Company, is repayable in full 30 months after the date of draw down (subject to earlier demand by the Lender in the event of insolvency or a change of control affecting Verdes).

In the event that the conversion of the Newick Convertible Loan described above has not occurred by 15 February 2014 then the outstanding balance of the RAB Convertible Loan will become immediately due and repayable.

Security: the RAB Convertible Loan is unsecured.

Conversion: The amount outstanding of the RAB Convertible Loan is convertible by notice from the Lender at any time into ordinary shares of 0.1p each in the Company ("Ordinary Shares") at a conversion price ("Conversion Price") of 0.055p per Ordinary Share (or an equivalent price following the capital reorganisation ("Capital Reorganisation") required to allow the issue of new shares). This is the same price as the price at which the Newick Convertible Loan entered into on 3 October 2013 is convertible.

However, in the event that the prevailing share price is less than 0.055p at the time of conversion, the Conversion Price will be reduced to be the average of the closing mid-market share price for the 10 business days preceding the date of conversion, but the Conversion Price will not be lower than 0.05p per new ordinary share.

The first £155,000 tranche of the RAB Convertible Loan would convert into 281,818,181 new Ordinary Shares representing 42.74% of the Company's current issued share capital.

The second £120,000 tranche of the RAB Convertible Loan would convert into 218,181,818 new Ordinary Shares.

If the Conversion Price is reduced to the minimum price of 0.05p, the number of shares issued would amount to 550,000,000 constituting approximately 83.40 % of the current issued Ordinary Share capital - assuming no other new Ordinary Shares are issued in the intervening period (approximately 83.97% of the voting Ordinary Share capital when the 64,000,000 forfeited Ordinary Shares (as set out in the RNS announcement of 5 March 2013) are excluded).

Shareholders' approvals: The Company is required to call a General Meeting of the Company to put resolutions to shareholders to effect the capital reorganisation necessary to allow conversion of the Convertible Loan into Ordinary Shares at the Conversion Price.

In the event that the resolutions referred to above are not passed at General Meeting, the RAB Convertible Loan (and all outstanding interest) will become repayable on 15 days' notice by the Lender.

Interest rate:0%. However, this rate will increase to 5% from the date of draw down in the event that the approval of shareholders to conversion of the RAB Convertible Loan (see above) is not obtained the first time it is sought.

Capital Reorganisation: As previously announced (on 4 October 2013) the Company will take the opportunity at a general meeting to be convened shortly to propose resolutions to enable the Company to issue Ordinary Shares at the Conversion Price on conversion of the existing convertible loans (the Newick Convertible Loan and the convertible loan issued to Westminster Asset Management Limited ("Westminster Convertible Loan") as announced via RNS on 5 March 2013). Approval of these resolutions will also allow the conversion of the RAB Convertible Loan, and also enable the Company to offer shareholders the opportunity to subscribe shares in the Company under the proposed Open Offer mentioned below. The capital reorganisation will involve a reduction in the nominal value of the Ordinary Shares to allow conversion to take place and the cancellation of the outstanding deferred shares in the Company.

Use of Funds: The Convertible Loan will enable the introduction of further working capital 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.

Update on timing of the Open Offer and Whitewash of the Newick/Westminster Convertible Loans

As previously advised (in the RNS announcement of 4 October 2013), the Company is currently in the process of seeking a "whitewash" ("the Whitewash"), with the Panel on Takeovers and Mergers' consent, for the conversion of the Newick Convertible Loan and the Westminster Convertible Loan. Details of this whitewash, which will require shareholders' approval in general meeting, are expected to be provided to shareholders in the near future.

There is no intention to seek a whitewash of the RAB Convertible Loan.

As also previously announced, the Company also proposes, subject to shareholders' approval, to offer existing shareholders the opportunity to participate in an offer to subscribe for new Ordinary Shares at an equivalent price of 0.055p per existing Ordinary Share. (Note: this subscription will be for new ordinary shares once the Capital Reorganisation has taken place). The Company has now resolved that up to c£500,000 will be made available in this open offer to shareholders on the register at the record date. It is also the intention that excess applications will be permitted. The current intention is for the Open Offer to commence shortly after the General Meeting to be called for the Whitewash and the Capital Reorganisation has completed.

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

Mark Brady 0113 370 8971

ENDS