Placing, New Investing Policy and other matters

Embargoed for 730am

4 March 2014

Verdes Management plc("Verdes" or the "Company")

Restoration of the Company's Shares to Trading on AIM

New Investor, New Investing Policy and Placing of Ordinary Shares

Amendment to Convertible Loan Agreements

Verdes (AIM: VMP) is pleased toannounce that agreement has been reached to secure the Company's future and to allow for the lifting of the suspension of its shares on AIM withimmediate effect.The Company is pleased to announce that entrepreneur Mr David Breith has purchased a significant shareholding in Verdes from Westminster Asset Management Limited ("Westminster") and plans are already underway to re-establish the Company with a new investment and business strategy.

The Company is also pleased to announce that it has amended the terms of its loan facilities with each of RAB Capital and Mr Peter Wildey, and has come to voluntary compromise arrangements with certain key creditors.

The Company is also pleased to announce a placing of new shares in the Company to raise £750,000 before expenses with an institutional investor.

New Investor

The Company understands that Westminster has sold its entire existing shareholding of 206,818,182 shares (comprising c24.9% of the Company's existing issued share capital) to Mr Breith ("the Westminster Share Purchase Agreement"). As part of the Westminster Share Purchase Agreement Westminster has undertaken to procure the termination of the convertible loan agreement between the Company and Newick Developments Limited ("Newick"), and, inter alia, to procure that Newick shall not enforce the loan nor take any other action against the Company in respect of any amount outstanding (if any).  As shareholders will be aware, no amounts have been received from Newick under this loan. The following changes have been made to the other convertibleloan agreements previously entered into by the Company:

RAB Capital convertible loan agreement ("RAB Agreement")

The convertible loan agreement dated 26 November 2013 entered into between the Company and RAB Capital Limited ("RAB"), under which RAB agreed to provide up to £275,000 of loan capital (the "RAB Loan") to the Company, and which was amended on 6February 2014, has been further amended under a deed of amendment as follows:

- The repayment date of the capital amount outstanding (of £155,000) under the RAB Agreement has been amended from 15 March 2014 to 21 April 2014.

- RAB is not entitled to exercise its conversion rights under the RAB Agreement before 22April 2014.

- Mr Breith has given a personal guarantee of the RAB Loan in the event that the Company is unable to meet the repayment obligation on 21 April 2014.

As Mr Breith is a party to the deed of amendment, and will be a substantial shareholder by virtue of completion of the Westminster Share Purchase Agreement, the amendment falls as a related party transaction under AIM Rule 13. The Directors, having consulted with the Company's Nominated Adviser, consider the terms of the deed of amendment to be fair and reasonable insofar as the Company's shareholders are concerned.

Wildey convertible loan agreement ("Wildey Agreement")

The convertible loan agreement dated 27 November 2013, entered into between the Company and Mr Peter Wildey, under which Mr Wildey agreed to provide £25,000 of loan capital to the Company, has been further amended under a deed of amendment as follows:

- The repayment date of the capital amount outstanding (of £25,000) under the WildeyAgreement has been amended to 21 April 2014.

- All conversion rights under the Wildey Agreement have been cancelled.

Termination of Consultancy Agreement with Eddington Group Limited ("EGL")

On behalf of EGL, Jan Geertman has notified the Company that the consultancy agreement between EGL and the Company, under which the consultancy services of Jan Geertman were provided to the Company, has been terminated without liability.

As a result of the Westminster Share Purchase Agreement and various agreements set out above, the Company understands that Jan Geertman no longer has any direct or indirect interest in the shares of the Company nor any advisory capacity or ongoing agreement with the Company.

Creditor compromise arrangements

Given the financial uncertainty caused by the suspension and filing of the notices of intention to appoint an administrator, the Board has succeeding in agreeing voluntary reductions to the amounts due to a number of its creditors. The Board wishes to express its thanks to all these creditors for this support in what has been a difficult period for the Company.

New Investment Policy and Strategy

Following the announcement on 14 February 2014 that the Company had filed at Court a notice of intention to appoint an administrator, the Company is now regarded as an "Investing Company" under AIM Rule 15, and the threat of administration to the Company has been lifted.

As a result Verdes is obliged to publish a circular to shareholders ("Circular") setting out its investing policy going forwards, and to obtain shareholders' approval for this investing policy. It is expected that the Circular will be sent to shareholders later today and a general meeting convened for 20 March 2014.

Investing Policy

The Company's new Investing Policy is to invest in a business or businesses that typically have attributed to them some or all of the following criteria and characteristics:

1. Business Characteristics

• Strong management;

• An established entity in growth mode;

• Profitable at the EBITDA level (or in the short term likely to be so);

• Generating positive cash flows (or in the short term likely to be so); and

• Good levels of revenue visibility.

2. Geography

The companies targeted will be geographically based in the United Kingdom, but may trade overseas.

3. Share v Asset purchases

The Company will aim to acquire shares in the target businesses, though it does not rule out the acquisition of assets if the trade can also be acquired. The proposed investments to be made by the Company will be of the entire target businesses (although significant controlling positions will also be considered) and may be in quoted or unquoted companies as well as business partnerships and other business holding structures. The Company's financial resources are expected to be invested initially in one investment which will be deemed to be a reverse takeover under the AIM Rules and shareholder approval will be required. Investments will be made with a view to yielding returns over the medium to long-term.

4. Active v Passive Investment

The Board will seek active investments in most cases and will seek to hold these investments to create long-term shareholder value. The Company will seek to use the expertise and experience of its Board to add value to acquired targets. It is anticipated that the Board will be actively involved in the management of the acquired targets, and supplement target management and its own Board with suitable executive directors as appropriate.

5. Sector

The Board will consider investment in a number of business areas, particularly the leisure and retail sectors and whether manufacturing, sales or distribution including wholesale, retail and ecommerce. However, the Company will only invest in businesses in which the Board collectively believes that it has the necessary expertise and experience to be able to manage the opportunity. The Board has a wide network of contacts to assist in the identification, evaluation and funding of suitable investment opportunities. Other external professionals are being identified who will be engaged to provide additional assistance. The Board expects that it will, in due course, appoint an additional director (or directors) with suitable relevant experience in targeted sectors.

6. Returns on investment/Length of investment

The Company seeks target companies which will have the ability to pay dividends in the medium-term. However the immediate objective of the Board is to generate capital appreciation over the medium to long term and any surplus cash is likely to be reinvested and be used to further implement its investing policy. In view of this, it is unlikely that the Board will recommend a dividend in the early years. However, they may recommend or declare dividends at some future date depending on the financial position of the Company.

7. Gearing / Funding

The Company may seek further equity fundraising to implement its investing policy although this is likely to be undertaken at the time of the first acquisition. The Board will consider utilising debt finance in any acquisition, but generally only at proportionately low levels of leverage.

Timing of investment

Under the AIM Rules the Company will have to make anacquisition or acquisitions which constitute a reverse takeover under AIM Rule 14 or otherwise implement the above investing policy (once approved at the General Meeting) to the satisfaction of the London Stock Exchange within twelve months of becoming an investing company. The Company aims to meet this criterion within this timeframe.

As required by the AIM Rules, at each annual general meeting of the Company, shareholder approval of its investing policy will be sought.

The Board believes that there are a number of opportunities within the targeted sectors and is confident in identifying the "best fit" over the coming months and moving forward at pace within the investing policy.

Placing of new shares

The Company is also pleased to announce that it has raised £750,000, before expenses, with an institutional investor through the issue of 100,000,000 new Ordinary Shares in the capital of the Company at 0.75p per share, which is at a significant premium to the suspension price (the "Placing").  The Placing is conditional upon admission of the new ordinary shares to trading on AIM ("Admission"). These shares represent 10.75% of the enlarged share capital. The Directors believe this demonstrates significant belief in the Company's future. This new investment and the changes described in this announcement represent a new era for the Company. Application will be made for these new Ordinary Shares to be admitted to trading on AIM, and Admission is expected to take place on Tuesday 11 March 2014.

Following completion of the Placing, the new figure of 929,953,462 Ordinary Shares may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

Mr Breith will hold 206,818,182 Ordinary Shares, representing 22.24% of the Company's enlarged issued share capital on Admission.

Lifting of Suspension

The Company's shares have been suspended from trading on AIM since 30 January 2014, pending clarification of Verdes' financial position. The new equity raised has removed this uncertainty and the Company has sought AIM's permission for lifting the suspension with effect from 7:30a.m. today. 

Preliminary Results

Following completion of the Placing, the Company expects to be able to publish its Report and Accounts for the year ended 30 September 2013 by 30 March 2014, as required by the AIM Rules.

Mr David Breith stated: "I am glad that my investment, and the introduction of new institutional funding, has been able to assist in stabilising the Company. Whilst I remain fully focussed on my core role at Coms plc. I have every faith in the Board and their advisers to take the business forward for the benefit of all shareholders."

Sarah Bertolotti, Verdes' Financial Director states "The Company is pleased that new investment has been introduced to Verdes, stabilising its financial position, and also in having David Breith as one of the Company's significant shareholders. We are keen to be working with David and his advisers, amongst others, to be able to give the business its new direction and strategy of which we are all extremely excited."

For further information please contact:

Verdes Management PLC

Daan van den Noort - Chairman 0208 133 2782

Sarah Bertolotti - Director

SPARK Advisory Partners Limited

Nominated Adviser

Neil Baldwin 0113 370 8974

SI Capital Limited

Broker

Andy Thacker / Nick Emerson 01483 413 510