http://www.verdes-group.com/

http://www.verdes-group.com/wp-content/uploads/downloads/2010/09/xp-circular-vmp-investment-2010-09-01.pdf

Business prospects
VML has been negotiating with a number of parties on potential new business mandates which,
subject to the approval of the Proposals, will be assigned to the Group, and the Proposed Directors
consider that there are a number of business opportunities in the market.
It is anticipated that business opportunities will come from a variety of sources, including investment
funds, professional intermediaries, stakeholders, private equity houses, banks, corporate finance
advisers and stockbrokers.
Additional working capital is required, both in the short term and as the business develops, particularly
as and when overheads need to be increased to match the scale of business operations that the
Proposed Directors hope to achieve.
The Company currently has no significant institutional shareholders. The Proposed Directors will
seek to develop an institutional shareholder base through a future fundraising.
In the medium term, any profits will be retained to build up the business. In the longer term, subject to
the elimination of current retained losses, it is anticipated that a progressive dividend policy will be
adopted.

Brief summary....remember DYOR.... imo....

1) There appears to be much happening behind the scenes at VMP

2) The recent placing was always going to happen and is found in the placing document for Sep 2010.

3) The placing price of 0.75p is at a discount to the sp back in December when they had meetings ref funds. This is to icentivise the ii's, and would only agree to this if they can see the company is going forward and has good potential. They obviously expect to make a profit their investments at the end of the day.

4) The company has raised these funds for working capital purposes and for the expansion of the business. These funds are from serious institutional investors which are coming onboard as per business plan. This is a major vote of confidence in the company with these players entering.

5) There should be a holdings RNS as VMP apparently potentially have 2 new institutional investors on board. This would be a large boost for the company. As this was one of their main targets in starting up. They like the business model.

6) According to VMP they are in talks with a number of companies for potential deals, and this could only happen with the working capital in place. They are expanding to be able to fulfil the mandates. This state they will ensure VMP has the resources that are needed to develop and seal the deals. They are concentrating on companies worth 50m-250m to help out with. Gives you an idea of the types of companies they are targeting.

7) Further fund raising in the mid-long term should be anticipated as VMP expand hopefully rapidly this company into a monster.

8) The VMP board are very bullish about what they can deliver and bring to the market, hence a BoD of very established, experienced persons.

I perosnally bought on the low today - see where we end up end Q1 even this month perhaps? Need the deals VMP are very bullish about asap.

gla

:-))

Placing, New Investing Policy and other matters
RNS
RNS Number : 4109B
Verdes Management PLC
04 March 2014



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

I noticed these earlier up 594% - is it worth some research?

I don't know skinny! I only flagged this up out of interest for COMS shareholders. David Breith has obviously put his hand in his pocket to help bail this company out - for whatever reason.


This was a previous RNS dated 27th February;

Verdes intention to appoint administrator
StockMarketWire.com
Verdes Management has filed a further notice of intention to appoint administrators to enable the company to have the benefit of the statutory moratorium for a further two-week period.

The company says the board has continued to explore one particular option which would involve introducing new equity to the business and compromise arrangements with various stakeholders in the business.

It says: "Whilst encouraging to a point, there can be no assurance that these discussions will prove be successful. A further update will be made as and when developments occur." The suspension to trading in the company's shares, as announced on 30 January, remains effective.

I think I'll steer clear of this right now, it's being ramped to death on the other side and posters are piling in thinking David Breith is going to work a miracle. Perhaps he will, time will tell.

Those who dare win Rodders :-)

where was your starting point dil??

lol

I agree Dil, but where does this go when the honeymoon is over and the herd bail out? My boring, sensible streak is telling me to sit on the sidelines for the time being! :-)


"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."

I pick a point in the future and a target price for the share. I buy and set a stop loss.

Voila ... some I win some I don't , what I don't do (except to gauge sentiment) is believe anything written on an internet bb or get dragged in or out on hype. Therefore I attribute all my successes to me and all my disasters to me (and there have been many).

What I do appreciate is the ideas / companies flagged up / put foreward on here and elsewhere.

Choo choo ... lol :-)

Good point Dil, like it.,.

From the website:

Verdes Management plc is currently undergoing a restructure and is now classed as an investment company.

The company is undergoing change and plans are underway to re-establish the company with a new investment and business strategy. Further information will be announced by RNS.

Probably going to invest in COMS!

It makes sense skinny. David Breith rides to the rescue, saves VMP from going down the pan, long term shareholders who thought their money was kaput now think he is the new Messiah ----------. I'm just trying to join the dots together here and figure out what he is up to, apart from massaging his own ego !!!:-)

Your on the right lines doodles.

I can see a reverse takeover coming , no idea what but fair do's to Breith does seem to have an eye for a bargain.

I've just put my pocket money in here Dil!

I've just had a look at the Circular,which is on the Verdes website,which confirms what Dil said about a reverse takeover.

doodlebug - from this RNS of 4th March.

"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."

Thanks skinny, I obviously have either an eyesight problem, or attention to detail problem, as I completely missed that when I read it the first time! Okay, I give in, I've just bought a few!!!!!!!!!