Schedule 1 - Verdes Management Plc

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Verdes Management PLC (to be renamed REACT Group plc on Admission)

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered Address : Finsgate, 5-7 Cranwood Street, London EC1V 9EE

Trading Address: Stanhope Road, Swadlincote, Burton-on-Trent, DE11 9BE

COUNTRY OF INCORPORATION:

United Kingdom

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.verdesmanagementplc.com (to change to www.REACT-group.co.uk)

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

The enlarged group will be a specialist provider of rapid response deep cleaning and emergency decontamination services.

The main country of operation is the U.K.

Admission is being sought as a result of a reverse takeover under AIM Rule 14.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Ordinary Shares of 0.25p each (Following a share consolidation of 25:1)

Nil shares to be held as treasury shares

Up to 275,389,753 ordinary shares to be admitted (of which 929,953,462 shares of 0.01p are currently admitted to trading (this will consolidate into 37,198,139 shares of 0.25p); 92,857,142 new ordinary shares are to be issued as consideration for the Acquisition; 104,166,666 new ordinary shares are to be issued in relation to the Placing, up to 24,798,759 new ordinary shares in an Open Offer; and 16,369,047 new ordinary shares are to be issued in relation to conversion of the outstanding convertible loan.

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Amount of new monies to be raised on Admission between £1.75 million (the subject of a firm placing) and up to £0.416m in a non-underwritten open offer.

In addition, conversion of outstanding convertible loan (plus " premium" on conversion) of £275,000 into new ordinary shares, conditional on Admission of the Placing Shares, Consideration Shares and Open Offer Shares.

Market Capitalisation on Admission of between c£4.2- c£4.6 million (dependent upon the take up in the open offer) (based on the placing price/open offer price of 1.68p per new ordinary share).

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

Between 57 and 63% (dependent on take up in the Open Offer)

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Existing Board

Gillian ("Gill") Margaret Leates)(Executive Chairman)

Stephen Squire Foster (Non-executive Director)

Adam Reynolds (Non-executive Director)

Proposed Board

Gillian ("Gill") Margaret Leates)(Non-executive Chairman)

Stephen Squire Foster (Non-executive Director)

Grahame Rummery (Chief Executive Officer)

Mark Kingsley Collingbourne (Chief Financial Officer)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

*On the assumption that no existing shareholders take up any shares in the proposed open offer. (In the event of a full subscription the %'s represented by the shares reduce by around 9 per cent.)

Pre-Admission shows ordinary shares of 0.01p; and Post Admission shows ordinary shares of 0.25p (following a share consolidation of 25:1)

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

i. 31 December

ii. 30 September 2014 - audited financial information Verdes;

31 December 2014 - audited financial information (REACT)

iii. 30 September 2015, 30 June 2016; 30 September 2016

EXPECTED ADMISSION DATE:

17 August 2015

NAME AND ADDRESS OF NOMINATED ADVISER:

SPARK Advisory Partners Limited

5 St John's Lane

London

EC1M 4BH

NAME AND ADDRESS OF BROKERS:

S I Capital

46 Bridge Street

Godalming

Surrey

GU7 1HL

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

SPARK Advisory Partners Limited

5 St John's Lane

London

EC1M 4BH

The admission document will contain full details about the applicant and the admission of its securities

DATE OF NOTIFICATION:

30 July 2015

NEW/ UPDATE:

NEW