RS GROUP COMPANIES INC (fka RSGC)

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Industry News Article


RS Group of Companies, Inc. Completes $8.5 Million Equity Financing
Business Wire
April 25 2007
RS GROUP OF COMPANIES, INC. (formally RENT SHIELD CORP.) (OTCBB: RSGC), a provider of pass-through risk specialty insurance and reinsurance products, announced today it has closed on a private placement of equity to institutional and accredited investors yielding gross proceeds of approximately $8,500,000 USD to RS Group of Companies. The placement was substantially over-subscribed as the Company originally sought to raise $5,000,000. Halpern Capital, Inc., acted as the placement agent. The investors who participated in the placement included funds managed by Zesiger Capital Group LLC, Gruber & McBaine Capital Management LLC and Redwood Grove Capital Management LLC. Details of the financing are outlined in the Current Report on Form 8-K that was filed by the Company on Monday, May 3 with the SEC.

"Today`s announcement provides RS Group of Companies with the balance sheet strength and working capital necessary for the Company to pursue its aggressive business plan. It also provides the Company with the cash needed to complete our previously announced planned acquisition of Canadian Intermediaries Limited ("CIL")," said John Hamilton, CEO of RS Group of Companies, Inc. "CIL is a consistently profitable company with a strong international reputation and excellent relationships within the London and Lloyd`s Market. This acquisition will allow RSGC a vertical integration to wholesale its products through an established and highly regarded distribution network."

On December 9, 2003, RSGC announced it had signed a letter of intent to purchase the assets of Canadian Intermediaries Limited of Toronto, Canada. Under the terms of the agreement, RS Group of Companies, Inc. will acquire the assets and all rights of CIL for $5 million in a combination of stock and cash. The acquisition is expected to add a minimum of $25 million in revenues and $1.75 million in EBITDA for RSGC over the next 12 months. CIL is an affiliated company of RSGC. RS Group of Companies` core product, the RentShield(TM) residential rental guarantee program, (http://www.rentshieldexpress.com):

- Guarantees, without question, to automatically pay the landlord up to six months of rental income in the event of tenant default within 30 days of the due date.

- Pays the landlord up to $10,000 for willful damage by a tenant.

- Eliminates the landlord`s legal, eviction, and administrative collection expenses.

- Pre-qualifies a prospective tenant through background and credit verification within 48 hours of their application.

- Eliminates the need for landlords requiring up-front payment of a security deposit and last month`s rent.

- Provides property owners online tools that help administer residential rental properties and access other RSGC products and services.

- Provides landlords and tenants online access to listings of vacant properties.

About Halpern Capital

Halpern Capital, Inc is an "idea driven" sell-side equity research and investment banking boutique involved in facilitating management restructuring, private placement and leverage buyouts. Halpern Capital founded by Baruch Halpern, has its offices in Florida and associates in New York, California, Virginia and Massachusetts. The firm brings a flexible and focused approach to the private placement in public entity (PIPE) market, offering a wide range of banking services on a selective basis. Halpern Capital, Inc. has completed over $300 million in financing over the last few years. Halpern Capital, Inc. is a NASD registered broker dealer. Additional information can be found at (www.halperncapital.com)

About RS Group of Companies, Inc.

RS Group of Companies, Inc. (http://www.rentshieldcorp.com) has developed and is implementing a strategy to design, structure and sell a broad series of pass-through risk specialty insurance and reinsurance platforms throughout North America. In November 2003, through its wholly owned subsidiaries, the Company introduced its core pass-through risk solution, RentShield(TM) (http://www.rentshieldexpress.com), a residential rental guarantee program being offered to North America`s $300 billion residential real estate rental market. It is estimated that there are over 38 million rental units in the United States and Canada. Rental Guarantee was first developed in Finland to provide surety to residential property developers and is being used as an extremely effective marketing tool in the United Kingdom for the buy-to-let market. It protects investments in the rental units by receiving a guaranteed income on a certain timeline.

Forward-Looking Statement

Statements included in this press release which are not historical in nature, are intended to be, and are hereby identified as "Forward Looking Statements" for purposes of safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended. Forward Looking Statements may be identified by words including "anticipate", "await", envision", "foresee", "aim at", "believe", "intends", estimates" including without limitation, those relating to the Company`s future business prospects, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the Forward Looking Statements. Readers are directed to the Company`s filings with the U.S. Securities and Exchange Commission for additional information and a presentation of the risks and uncertainties that may affect the Company`s business and results of operations.