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Alpha Returns Group plc (ARGP)

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Friday 10 January, 2014

Alpha Returns Group plc

Alpha Returns Group plc : Placing to CVA Shareh...

Alpha Returns Group plc : Placing to CVA Shareholders

Alpha Returns Group PLC
("Alpha Returns" or the "Company")

10 January 2014

Placing to CVA Shareholders

Placing of up to 66,945,440 new ordinary shares of 0.01 pence each ("CVA Placing Shares") in Alpha Returns Group PLC at 1.7 pence per ordinary share (the "CVA Placing").


On 15 August 2013, the Company announced a Placing and Open Offer at a price of 0.15p per Ordinary Share which raised approximately £545,000 before expenses. The Open Offer was made on the basis of 10 Open Offer Shares for every Existing Ordinary Share held on the Record Date and the Open Offer Price represented a discount of 0.85 pence to the closing mid-market price per then Existing Ordinary Share of 1.00p on 13 August 2013. Definitions used in the Placing and Open Offer document dated 15 August 2013 (the "Circular") also apply to terms used in this announcement unless the context requires otherwise. In the Circular, the Company stated:

"The Directors intend that an open offer will be made to the CVA shareholders in respect of their holdings of CVA shares once those shares have been issued. This offer will be made on terms equivalent to those set out in this document in respect of the Open Offer."

The Directors have considered the terms of any issue to CVA shareholders in light of developments at the Company since the Placing and Open Offer as announced to the market and have decided that the private CVA Placing will be on the basis of a discount of 0.85p to the closing mid-market price of 2.55p per Ordinary Share on 9 January 2014 (being the most practicable date prior to the posting of this letter).

Details of the CVA Placing

The Company is today writing to CVA shareholders inviting them to apply for up to 10 Ordinary Shares for every 1 CVA Share issued to them at a price of  1.7 pence per share.  The right to apply for CVA Placing Shares is personal to the individual CVA Shareholders and is not a tradable right attaching to the CVA Shares.  Accordingly, only CVA Shareholders will be eligible to make an application for the CVA Placing Shares. Payment for the CVA Placing Shares is due in full on application and in any event by no later than 6.00 pm on 28 January 2014. CVA Shareholders include Angus Forrest, who until 18 October 2013 was a director of the Company and who was issued, together with his wholly owned company Talisman Ventures Limited ("Talisman"), with a total 1,262,523 CVA Shares, of which 820,221 were issued to Talisman.  The Directors, having consulted with the Company's nominated adviser, believe that the terms of any subscription by Angus Forrest and/or Talisman under the CVA Placing are fair and reasonable insofar as Shareholders are concerned.  The CVA Placing Shares will, when issued, rank pari passu with the Company's existing Ordinary Shares including the right to receive all dividends thereafter declared, made or paid. Application will be made to the London Stock Exchange for the CVA Placing Shares to be admitted to trading on AIM and it is expected that such admission will occur on or around 5 February 2014.

The CVA Placing will, if fully subscribed, raise approximately £1.14 million before expenses. Up to 66,945,440 Ordinary Shares are being offered at an issue price of 1.7 pence per share to CVA Shareholders.


For further information:

Alpha Returns Group plc
Christopher Neo, Executive Director        020 3286 6388

ZAI Corporate Finance Limited (Nomad)        020 7060 2220
Peter Trevelyan Clark / Ivy Wang

Peterhouse Corporate Finance (Broker)        020 7469 0935
Jon Levinson

This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Alpha Returns Group plc via Globenewswire


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