React Group Regulatory News (REAT)

Embargoed for 700am : 27 November 2013

Verdes Management PLC

New Convertible Loan Agreement

27 November 2013



Verdes Management PLC

New Convertible Loan Agreement

("Verdes" or the "Company")

Further to the announcement of 26 November 2013, the Board of Verdes Management PLC (AIM: VMP) is pleased to confirm it has today signed another new convertible loan agreement to provide up to £25,000 of loan capital to the Company to allow it to develop its new strategy.

The convertible loan is being provided by Mr Peter Wildey (the "Wildey Convertible Loan"). Mr Wildey is referred to herein as "the Lender".

Terms of the Wildey Convertible Loan

The Wildey Convertible Loan has the following principal terms:

Amount: £25,000.

Advance of Funds:

The £25,000 under the Wildey Convertible Loan has been received.

Term and Repayment:The Wildey Convertible Loan is repayable (to the extent conversion has not occurred) 30 months from the date of the drawdown of the Wildey Convertible Loan ly. The outstanding amount of the Wildey 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).

Security: the Wildey Convertible Loan is unsecured.

Conversion: The amount outstanding of the Wildey 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 Wildey Convertible Loan would convert into 45,454,545 new Ordinary Shares representing 6.89% of the Company's current issued share capital.

If the Conversion Price is reduced to the minimum price of 0.05p, the number of shares issued would amount to 50,000,000 constituting approximately 7.58% of the current issued Ordinary Share capital - assuming no other new Ordinary Shares are issued in the intervening period (approximately 7.63% 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 Wildey 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 Wildey 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 Wildey 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 Wildey Convertible Loan (and the RAB Convertible Loan announced on 26 November 2013). 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 Wildey 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.

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