11 June 2010 RIVINGTON STREET HOLDINGS PLC PLUS: RIVP ("RSH" or "The Group") Completion of Re-Domicile to the Isle of Man The Board of RSH, the PLUS quoted media, market research and financial services group is pleased to announce that its re-domicile to the Isle of Man has now been finalised following the completion of the Scheme of Arrangement ("the Scheme"). HIGHLIGHTS * The introduction of a new Isle of Man company - New Rivington as the new parent company of RSH; * Shareholders receive one New Rivington Share in place of every existing RSH Share held; and * To match the increasing international focus of RSH, a new Board structure is now in place with Jim Mellon becoming Non-Executive Chairman. RSH's Chief Executive Officer Tom Winnifrith commented: "RSH continues to trade strongly. We are actively working on a number of acquisition opportunities and are also looking to invest in exciting internal growth opportunities across the range of our businesses. "I have never felt more confident about the prospects for RSH and I know Jim Mellon shares this confidence. We cannot wait to take this business forward. The new Board owns just under 29% of RSH's shares and both Jim and I have bought more shares recently." The Directors of the Issuer accept responsibility for this announcement. --ENDS- Enquiries Rivington Street Holdings Plc Tom Winnifrith, CEO 01624 676 848 Daniel Stewart & Company Plc Paul Shackleton 020 7776 6550 Bishopsgate Communications Nick Rome 020 7562 3350 Admission Details The following security was admitted to trading on PLUS with effect from 07.00am, 11/06/2010. Name of Issuer: Rivington Street Holdings plc Ordinary Shares of 1p ISIN: IM00B63XSG97 Symbol: RIVP Description of Rivington Group The Rivington Group is a media and financial services group whose business was founded in 2004. The group holding Company, Rivington has been quoted on the PLUS-quoted Market since November 2008. The Rivington Group provides a range of services to over 100 companies quoted on AIM and PLUS. It operates and generates revenues through 8 subsidiaries. Background to the Scheme Having carried out a strategic review of the Group's existing businesses and key areas of opportunity, the Directors concluded that the asset management business and the acquisition of other operating businesses offers the greatest opportunity for the future profitable growth of the Group. It was the considered view of the Directors that it is no longer in the best interests of Rivington Shareholders for the parent company to be a UK-resident company. Accordingly, the Board concluded that a new Isle of Man parent company should be put in place. In keeping with the relocation of the parent company to the Isle of Man, the head office has now moved to the Isle of Man. Additionally, to match the increasing international focus of the Group and ensure that an appropriate board structure is in place the board of New Rivington is as follows: Jim Mellon Non-Executive Chairman Thomas Winnifrith Chief Executive Denham Eke Non-Executive Director Michael Riddell Non-Executive Director Summary of the Scheme Under the Scheme, all the Scheme Shares have been cancelled. In consideration for the cancellation, Scheme Shareholders have received: for each Scheme Share cancelled one New Rivington Share Following the cancellation of the Scheme Shares, the share capital of Rivington has been increased to its former amount by the creation of the New Ordinary Shares and the credit arising in the books of Rivington as a result of the cancellation of the Scheme Shares have been applied in paying up in full, at par, the New Ordinary Shares. The New Ordinary Shares have been issued to New Rivington which, as a result, becomes the parent company of Rivington. Effects of the Scheme Under the Scheme, Scheme Shareholders have exchanged their shareholdings in Rivington for an equivalent proportionate shareholding in New Rivington. Their proportionate entitlement to participate in Rivington Group's capital and income is not affected by reason of the implementation of the Scheme. Following the Scheme becoming effective, New Rivington now owns no assets other than the share capital of Rivington and nominal cash balances. Rivington Shareholders will not receive any amount in cash, pursuant to the terms of the Scheme. Although general meetings of New Rivington will be held outside the UK following the Scheme coming into effect, shareholders will still be able to attend in person or vote by proxy at such meetings. It is intended that shareholder information will continue to be communicated in the same way as currently and the Group's website will remain as www.rivingtonstreetholdings.com. Directors of New Rivington James Mellon - Non Executive Chairman Jim Mellon, based in the Isle of Man, is a renowned fund manager. He began his career with GT Management in the US and in Hong Kong and later became the co-founder and managing director of Thornton Management (Asia) Limited based in Hong Kong and was a director of Tyndall Holdings plc. He is co-founder of Regent Pacific Group. He is currently co-chairman of Regent Pacific Group Ltd and Emerging Metals Limited, a director of Charlemagne Capital Ltd, Polo Resources Limited, Speymill Plc, Speymill Deutsche Immobilien Plc, Webis Holdings plc, Manx Financial Group Plc, Burnbrae Group Limited and various other investment companies. Thomas Winnifrith - Chief Executive Officer Tom is the founder of Rivington. He joined County NatWest WoodMac as a graduate trainee in 1990 and subsequently worked for The Investors Chronicle, the London Evening Standard, AFX News and UK-iNvest.com before setting up T1ps.com Limited in 2000. He also presented the TV programme Show Me The Money and was the founder editor of the Red Hot Penny Shares tipsheet. T1ps.com Limited evolved through acquisitions to become the Rivington Group. Tom has and will work directly within T1ps.com and T1ps Investment Management subsidiaries as well as performing his main board role. During the development of Rivington Tom has lead and managed the acquisitions within the Rivington portfolio including Bishopsgate Communications, Sharecrazy.com and Rivington Street Corporate Finance. Denham Eke - Non Executive Director Denham began his career in stock broking before moving into corporate planning for a major UK insurance broker. He is a director of many years standing of both public and private companies involved in the property, mining, manufacturing and financial services sectors. He is currently Chairman of Webis Holdings plc, CEO of Manx financial Group plc, CFO of Emerging Metals Limited, a non-executive director of Speymill plc and ARBB AG, and Managing Director of Burnbrae Group Ltd. Michael Riddell, Non-Executive Director Michael Riddell is the Managing Director of Greystone Trust Company Limited, which he joined in May 2005. Mr Riddell moved to the Isle of Man in 2001 to work for Walbrook Trustees. From 1995 to 2001, Mr Riddell worked in fund administration and personal and corporate trust for the Royal Bank of Canada and Bank of America in the Cayman Islands. Mr Riddell had previously been the Controller of a Canadian bank, and worked for Ernst & Young from 1982 to 2001 in Canada, Saudi Arabia, and the Cayman Islands. Mr Riddell received his Bachelor of Arts (Economics) from the University of Victoria in 1982 and qualified as a Chartered Accountant in 1985. The directorships of the New Directors currently held and held over the 5 years preceding the date of this document (other than of New Rivington) are as follows: Director Current Directorships / Past Directorships / Partnerships Partnerships James Asian Opportunity Fund 1998 - Asian Opportunity Fund 1998 - Series I Series II Mellon AstroEast.com (Hong Kong) Limited Bigsave Holdings plc AstroEast.com Limited Bigsave UK Limited Betinternet.com Ltd Clean Air Capital Limited BFS Absolute Trust Limited Mago Resources (PTY) Limited Burnbrae Charlottenburg GmbH Regent Markets Group Limited Burnbrae Commercial GmbH Regent Markets Group Limited Burnbrae Development GmbH Regent Markets Holdings Ltd. Burnbrae Friedrichstein GmbH Titec BVI Ltd Burnbrae Germany East GmbH UBQT Media Burnbrae Germany GmbH Undervalued Assets Fund - Series One Burnbrae Germany North GmbH Uramin Inc Burnbrae Germany South GmbH Burnbrae Germany West GmbH Burnbrae Group Limited Burnbrae Kreutzberg GmbH Burnbrae Limited Burnbrae Lutzowstrasse GmbH Burnbrae Mitte GmbH Burnbrae Prenlauer Berg GmbH Burnbrae Residential GmbH Burnbrae Sachsen GmbH Burnbrae Schonefeld GmbH Burnbrae Spandau GmbH Burnbrae Tempelhof GmbH Burnbrae Tiergarten GmbH Burnbrae Wedding GmbH Burnbrae Wilmersdorf GmbH CCEC Ltd Charlemagne Capital (IOM) Limited Charlemagne Capital Limited Charlemagne Capital Russia Fund Charlemagne Capital Russia Value Fund Clean Air Capital Limited Discover Investment Company Emerging Metals Limited Fixed-Odds Capital (Cook Islands) Ltd Genseq Limited Global Glory Investment Limited IC Technology UK Limited Manx Financial Group plc Microcap Partners Limited Niger Uranium Limited Paymonthly.com (Hong Kong) Limited Polo Resources Limited Red Dragon Resources Corporation Regent Corporate Finance Limited Regent Fund Management (Asia) Limited Regent Fund Management Limited Regent Metals Holdings Ltd Regent Pacific Group Limited RL Country Warrant Fund Shaanxi Red Dragon Resources Ltd Shellbay Investments Limited Sleepwell Hotels (UK) Limited Sleepwell Hotels Limited Speymill Group Plc Speymill Property Managers Limited Undervalued Assets Property Fund -Series II Uranco Inc Webis Holdings plc Director Current Directorships / Past Directorships Partnerships Michael Aden Services Limited Adela Limited Riddell Africa Asia Capital Limited Affordable Housing Solutions Limited Associated Design Consultants Limited Aberdeen Yachts Limited Ballyclare Developments (IOM) Adelaide Properties Limited Limited Alix Unlimited Banion Limited Amnesia Marine Limited Blue Seas Bunkering Limited Amnesia Shipping Limited Bosbury Limited Anagarth Limited Bratoga Limited Applejack Holdings Ltd Bush Hill Limited ASA Properties Limited Belmont Properties Limited Atlas Gaming Mulitmedia Limited Castletown Holdings Limited Avon Shipping Ltd Chara Limited Backstay Management Limited Charlton Commercial Inc Bambridge Investments Limited CitiFinancial (Isle of Man) Limited Bassano Limited Clarins Limited BCD Limited Consword Limited BDO (Isle of Man) Limited Cornwall Mews (No. 22) Limited Belconnen Limited Cornwall Mews (No. 24) Limited Benosar Limited Cornwall Mews (No. 31) Limited Berkshire Investment Management Cornwall Mews (No. 32) Limited Limited Cornwall Mews (No. 33) Limited Bindle Limited Cornwall Mews (No. 34) Limited Boldergate Limited Cornwall Mews (No. 37) Limited Bonita Marine Limited Cornwall Mews (No. 39) Limited Bosworth Limited Cornwall Mews (No. 41) Limited Boreen Limited Cornwall Terrace (No. 11&12) Braemar Limited Limited Briercrete Limited Cornwall Terrace (No. 2&3) Limited Brimfield Limited Cornwall Terrace (No. 20&21) Limited Brinlock Corporation Limited Cornwall Terrace (No. 4&5) Limited Brockmoor Trading Limited Cornwall Terrace (No. 6&7) Limited Bullmore Limited Cornwall Terrace (No. 8) Limited BVH Limited Cornwall Terrace (No. 9&10) Limited Cambourne Limited Crampton Developments Limited Cardston Limited Delray Limited Carmyle Limited Dexterous Limited Carnsdale Overseas Limited Eadon Limited Cast Trading Limited Elevate Europe Limited CCD Unlimited Elmdon Company Limited Cedar Services Ltd Englewood Limited Ceris Limited Fairclass Limited Channel Yachting Limited Falmouth Developments Limited Charter Corporate Services Ltd. Falmouth Limited Chiltern Services (IOM) Limited Finank Limited Cirrus Aviation Holding Limited Fossgate Limited Clanworth Limited Gansey Limited Clifton Gardens Limited Glenside Investments Limited Colwick Limited Greenford Management Inc Comans Limited Greystone (IOM) Limited Compass Rose Marine Limited Greystone First Nominees Limited Conservation Holdings Limited Greystone Management Services Copap Participations Limited Limited Cornwall Terrace (No.8) Sub Greystone Second Nominees Limited Limited Greystone Secretaries Limited Creganna Medical Technology Unlimited Greystone Trust Company Limited Creganna Solutions Limited Gurney Limited Curran Corporation Unlimited Hartknoll Limited Damus Group Limited Haysboro Limited Damus Holdings Unlimited Hearth Investments Limited Darius Unlimited Indac Corporation Limited Darsy Limited International Management Solutions Limited Darya Shipping and Chartering Limited ITE Contractor Services Limited Dear Dr Cupid Limited ITECS (UK) Limited Dieppe Limited James Toseland Racing Limited Difcia Limited JT & ST Properties Limited Dirkdale Limited Kentz Africa Holdings Limited Dinsdale Properties Limited Kentz Caspian Limited Donner Limited Kentz Corporation Limited Dracaens Limited Kentz Equitorial Guinea Limited Drifdale Limited Kentz International Limited Eadon Estates Limited Kentz Overseas Limited ECJ Equity Partners Limited Kentz TSS (Global) Limited Edenton Limited Kerbet Limited Elan Global Corporation Kew Developments Limited Entara Holdings Limited Keyway Investments Limited Executive Charter Group Limited Kingdon Developments Limited Executive Jet Group Limited Kirkshire Limited Eyrie Property Limited Lacey Enterprises Limited Faelyn Limited Leonora Limited Fleet International Aviation Light House Living Limited Limited Lynwave Limited Maritime Finance Limited Manderina Limited Fulham Developments Limited Manyatta Limited Gabriel Properties Limited Mapstone (IOM) Limited Gaming Ventures plc Mara Holdings Limited Get21 Limited Marengo Consulting Limited Glensanda Investment Limited Maritime Charter Sales Ltd Goldpower Limited Massala Services Limited Granite Investments Limited Metal Engineering Technology Green Circle Limited Limited Greenstyle Limited Michiel Control Limited Hana Interoil Limited Millet Limited Hallasan Limited Mongoose Pacific Limited Harness Limited Murex Securities Limited Head Aviation Limited Neptune Consultants Limited Helix Technologies Limited Noblebrand Limited HIS (Isle of Man) Limited Nosila Limited Hollywood Gardens Limited Oakmayne (Woolwich - Site 1) Limited Hornchurch Investments Limited Oakmayne (Woolwich - Site 3) Hosta Limited Limited Hurstwood Limited Oakmayne (Woolwich) Limited Hyperion Charters Limited Oakmayne Holdings (Regeneration) Limited Oakmayne Properties Image Group Limited (Regeneration) Ltd Impley Investments Limited Oakmayne Ventures Limited Intertransport Investments Limited On Course Solutions Limited Intertransport Overseas Limited Parminder Limited Iron Trading Ltd Petro Group Limited Jupiter Shipping Group Limited Pineview Limited Juniper Management Limited Plasma Surgical Investments Limited Kilcurran Limited Plaza Developments Limited Kildonan Investments Limited Porterville Limited Kildrum Limited Radstock Limited Kingswell Limited Rathbawn (IOM) Limited Kiwi Consulting Limited Redland Enterprises Limited Lanesfield Limited Rivington Street Holdings PLC Langham Investment Corporation RW Capital LLC Limited Salix Limited Langness Limited Security Partner Limited Leptis Unlimited Sigmar Aviation Limited Lew City Developments Limited Shima Holdings Limited LF Film Distributors Limited Silverburn Properties Limited Limelight Investments Limited Soil Solutions Limited Listock Corporation Unlimited Stettler Limited Logistic Investment Company Limited Sunny Investments Limited Lotta Properties Limited Talbot Directors Limited Magee Group Holdings Limited Templeside Investments Limited Magee Holdings Theron Limited Mallards Unlimited Trade Stairlifts Limited Mamtos Limited Toffsway Limited Margaux International Limited Tuque Limited Marine & Bulk Limited Update Technology (IOM) Unlimited Masai Unlimited Upper West Side Developments Limited Maughold Limited Urley Limited Meadow Park Estates Limited Vancouver Limited Meadow Poppy Limited Vanderbilt (Boundary Road) Limited Meval Limited Vanderbilt Developments Limited Mew City Developments Unlimited Ventura Enterprises Limited Migi Limited Westminster Associates Limited Mintice Trading Limited Worship Street Investments Limited Mirth Developments Limited Wylton International (UK) Limited Monteband Unlimited Wylton International Trading Moonlight Charters Limited Limited Moonstream Limited Wylton Production Investment Limited Mowbury Limited Tempo Capital Management Limited Napa Valley (IOM) Unlimited Tempo Fund Limited Napa Valley Holdings Limited Tempo Volatility Fund Limited Nordic Finance Company Services Limited JK Investments (Cayman) Limited O&H Wings Limited Amiya Geo Master Fund Limited Oakenfold Trading Limited Amiya (Cayman) Limited Olsen Developments Limited Amiya Global Emerging Opportunities Orillia Limited Fund Limited P & B Property Holdings Limited Pamford Limited Parmed Limited Patrick Coman Unlimited Palais Limited Ramstead Limited Peers Limited Penhold Limited Pennystone Consultants Limited Penu Unlimited Permanent Privacy Ltd Petropolis Limited Piccadilly Management Limited Pidemco Limited Plasma Surgical Investments Limited Plumleaf Limited Plymstock Limited Polahan Limited Priya Communications Limited Prunus Limited Q Group Limited Qamford Unlimited Qatermast Limited Reba Limited Reem Investment Limited Reinland Limited Rempore Limited RNG Gaming Limited Roanlane Limited Rock Holdings Limited Roscoe Investments Limited SaKentz Proekty Limited Saintpaulia Limited Savannah Charters Limited Seba Unlimited Sempore Unlimited Shawcross Investments Limited Silkway Entertainment Limited Skipworth Properties Limited Soest Limited Southgate Overseas Limited Southwark Bridge Village Limited Stantmory Limited Stigmory Limited Tagore Limited Tallcross Limited TBR Energy Drinks Limited Temrel Limited Touleen Unlimited Toulouse Limited Triple Net Investments Limited Triskeli Oil & Gas Limited Trueblue Limited Tubalcain Limited Tynwald Limited Ultra Marine Investments Ltd Vanite Limited Vanmory Limited Vannin (IOM) Limited Vastus Industries Limited Verdun Investments Limited Violet Marine Limited Virgil Yachts Limited VR Rope Walk Limited Wadebridge Limited Waldegrave Limited Web Resources Limited Westlock Unlimited Whittal Company Limited Wholesale Holdings Limited Wireless Wonders Limited World Natural Resources Limited Wynnchurch Limited Xantha Unlimited Yoxall Properties Limited Zamtos Unlimited Zania Properties Limited Zeval Unlimited Zirth Developments Unlimited Zowbury Limited Zuma Limited Eureka Interactive Fund Limited The Japan Pragamtist Fund Abruas Investment Managers (Cayman) Limited Gatko Capital LLC Director Current Directorships / Past Directorships Partnerships Thomas Rivington Street Holdings Plc Brokerhorse Limited Winnifrith (IoM) J P Jenkins Limited Rivington Street Sales & Conferences Limited Rivington Street Corporate Finance Limited Rivington Street Ventures Limited Rivington Street Holdings Plc T1ps Investment Management (IoM) (UK) Limited Rivington Street Media Limited Fairy Bridge Stockbrokers Limited Sharecrazy.com Ltd T1ps.com Limited T1ps Investment Management Limited The Square Mile Bookstore Limited Velum Limited Director Current Directorships / Past Directorships / Partnerships Partnerships Denham Albany Management Ltd TransSend Holdings Ltd Eke ARBB AG Estavis AGSpeymill Property Group (UK) Ltd Arundel Services Ltd BigSave Ltd (dissolved) BetInternet Ltd Clean Air Capital Services Limited Big Group plc BigSave Ltd Burnbrae Belgium Ltd Burnbrae Charlottenburg GmbH Burnbrae Commercial GmbH Burnbrae Development GmbH Burnbrae Friedrichstein GmbH Burnbrae Germany East GmbH Burnbrae Germany GmbH Burnbrae Germany North GmbH Burnbrae Germany South GmbH Burnbrae Germany West GmbH Burnbrae Group Ltd Burnbrae Kreutzberg GmbH Burnbrae Ltd Burnbrae Lutzowstrasse GmbH Burnbrae Mitte GmbH Burnbrae Prenlauer Berg GmbH Burnbrae Residential GmbH Burnbrae Sachsen GmbH Burnbrae Schonefeld GmbH Burnbrae Spain SL Burnbrae Spandau GmbH Burnbrae Tempelhof GmbH Burnbrae Tiergarten GmbH Burnbrae Wedding GmbH Burnbrae Wilmersdorf GmbH Burrow Head Ltd Calabrese House Ltd Chester House Management Ltd Chester House Property Ltd Clean Air Capital Ltd Conister Bank Ltd Conister Card Services Ltd Copper Development Corporation Deutsche Flughaven Investments plc DF Holdings plc Dundrennan Ltd Emerging Metals Ltd European Wagering Services Ltd Executive Club (IoM) Ltd Galloway Ltd Genseq Limited German Airport Investments plc IC Techology (UK) Ltd Indigo Securities Ltd Islay Enterprises Ltd Manx Financial Group plc Marchmont Enterprises Ltd Navrona Investments Ltd Orkney Group Ltd Paymonthly.com (Hong Kong) Ltd Regent Group Ltd Ross Services Ltd Rothesay Enterprises Ltd SCI Burnbrae Paris Scotsdale Properties Ltd SDJM Ltd Shellbay Investments Ltd Sleepwell Aviation Ltd Sleepwell Construction Management Ltd Sleepwell Hotels (UK) Ltd Sleepwell Hotels Ltd Snowdoun Ltd Speymill Contracts Ltd Speymill plc Speymill Property Group Ltd Speymill Property Managers (Far East) Ltd Stonehaven Properties Ltd SunGreen Ltd Technical and Facilities Services Ltd Transbank Card Services Ltd Troon Properties Ltd Webis Holdings plc Wielandstrasse 5 Objekt GmbH Yu Xiang Yuan (Steel) Limited Save as disclosed below, none of the New Directors have any unspent convictions, have been declared bankrupt or have been the subject of an individual voluntary arrangement. None of the New Directors were directors of any company at the time of, or within the 12 months preceding, its bankruptcy, receivership, administration, liquidation, company voluntary arrangement or composition or arrangement with its creditors generally. There have been no official public incrimination or sanction of any of the New Directors by any statutory or regulatory authority (including designated professional bodies) and no New Director has ever been disqualified by a Court from acting as a director of a company or from acting in the management or conduct of the affairs of any company. No New Director was partner in any partnership at the time or within 12 months preceding its compulsory liquidation, dissolution, administration or partnership or voluntary arrangement. i. Mr James Mellon is also a Non-Executive Co Chairman of Regent Pacific Group Ltd, a company listed on the Hong Kong Stock Exchange. The Directors have been informed by Mr Mellon that there is an arrest warrant in his name which was originally issued by the South Korean prosecutor's office on 19 December 2000 and subsequently reissued on 14 January 2004. The warrant was due to remain valid and effective until 12 March 2010. The arrest warrant pertains to Mr Mellon's alleged involvement in a conspiracy with Seung-Hyun Jin ('Mr Jin') and Chang-Kon Koh to manipulate the share price of Regent Securities Co., Ltd ("Regent") and a failure to make adequate investigations in connection with the provision of certain loans by one of Regent's subsidiaries to Mr Jin. Mr Mellon has informed the Board that he denies these allegations which are without substance. ii. On 8 April 2003, Regent Pacific Fund, a company of which Jim Mellon was a director for the 12 month period preceding such date, entered into a voluntary liquidation. iii. On 9 December Undervalued Assets Fund - Series One, a company of which Jim Mellon was a director for the 12 month period preceding such date, entered into a voluntary liquidation. iv. Asian Opportunity Fund 1998 - Series I commenced voluntary liquidation on 5 February 2008 pursuant to its Articles and Association. Jim Mellon was a director for the 12 month period preceding such date. v. Jim Mellon was also previously a director of Regent Global Fund and Undervalued Assets Greater China Fund Series III, both of which went into voluntary liquidation. These two funds were liquidated with the consent of shareholders as the directors recommended that due to a decline in the size of the funds, they were uneconomic. There were no unsatisfied creditors vi. Mr Eke was a non-executive director within 12 months preceding the date on which Roldec Systems plc entered into a creditors voluntary liquidation, which occurred in March 1999. Roldec Systems plc was subsequently dissolved on 17 April 2003. ---Ends--- END
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