Schedule 1 - ClearDebt Group

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:

ClearDebt Group plc (“ClearDebt”)

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

George House, 48 George Street, Manchester M1 4HF

COUNTRY OF INCORPORATION:

England and Wales

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

www.cleardebtgroup.co.uk

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

ClearDebt advises consumers who are finding it difficult to repay their debts as they fall due.  The principal solution offered to date has been the individual voluntary arrangement (“IVA”). Its main country of operation is England.

The Company is proposing to acquire Abacus (Financial Consultants) Limited (“Abacus”) for a consideration of up to £6.2 million. 

Abacus assists consumers who are having problems repaying their debts and provides unbiased advice on the options available to each individual.  Its principal source of income has been generated from debt management plans.

The initial consideration is to be satisfied by a cash payment of £1.2 million (adjusted to take into account the net working capital of Abacus at completion).  In addition, up to £5.0 million may be payable to the vendors of Abacus, to be satisfied by the issue and allotment of up to 222,222,222 new ordinary shares of 2p each in the capital of ClearDebt (“Ordinary Shares”), subject to the achievement of agreed future financial performance targets by Abacus.

The Directors believe that the acquisition of Abacus will enable the enlarged group to provide a larger range of debt solutions to consumers and follow up a greater number of the enquiries received by ClearDebt.  In addition, both ClearDebt and Abacus will benefit from cross-referrals of work.

The acquisition of Abacus will constitute a reverse takeover, as a result of which admission is sought.

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):

The re-admission of 288,840,567 Ordinary Shares and the admission of 15,750,000 Ordinary Shares.  Total securities to be admitted : 304,590,567 Ordinary Shares.

By agreements dated 10 December 2005, certain shareholders have agreed to orderly market provisions for the period ending on 3 January 2008. 

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

£315,000 (before expenses) through the issue of 15,750,000 Ordinary Shares at an issue price of 2p per share. Expected market capitalisation on admission is approximately £6.09 million.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

41.64%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

None

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):

Directors:

Gerald (“Gerry”) Carey (Non-executive Chairman)

David Emanuel Merton Mond (Chief Executive Officer)

Anthony Jack Leon (Non-executive Finance Director)

Andrew Frederick Smith ( Marketing Director)

Proposed Director:

Daniel (“Danny”) Morris (proposed Business Development Director)

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):

Before:

David Mond (41.22%)

David Murray (4.13%)¹

Oliver Mond (3.53%)²

On Admission:

David Mond (39.09%)

David Murray (3.91%)¹

Oliver Mond (3.35%)²

In addition, David Mond has been granted 10,451,047 warrants, each to subscribe for one Ordinary Share at 4p per share, exercisable on either 4 January 2008 or 4 January 2009.

¹ David Murray’s holding includes 11,278,476 Ordinary Shares owned by Murray Group Management Limited, a company owned by David Murray and his family

² 4,625,000 Ordinary Shares are held by Rock Nominees Limited

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

None

(i)                  ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)                DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED

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

(i)                  30 June

(ii)                30 June 2006.  The admission document also includes unaudited interim results for the six months ended 31 December 2006.

(iii)               Audited results for the year ending 30 June 2007 (by 31  December 2007).  Interim results for the six months ending 31 December 2007 (by 31 March 2008).  Audited results for the year ending 30 June 2008 (by 31 December 2008).

EXPECTED ADMISSION DATE:

17 July 2007

NAME AND ADDRESS OF NOMINATED ADVISER:

WH Ireland Limited

11 St James’s Square

Manchester M2 6WH

NAME AND ADDRESS OF BROKER:

St Helen’s Capital Plc

15 St Helen’s Place

London EC3A 6DE

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:

Copies of the admission document containing full details about the applicant and the admission of its securities will be available free of charge to the public until at least one month after admission at the offices of:-

WH Ireland Limited

11 St James’s Square

Manchester

M2 6WH

DATE OF NOTIFICATION:

2 July 2007

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