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GX Networks PLC (FFG)

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Friday 03 October, 2003

GX Networks PLC

Acquisition & Placing

GX Networks PLC
03 October 2003


Press Release                                                   3 October 2003




                                GX Networks plc

                        ('GX Networks' or 'the Company')

            Proposed acquisition of Pipex Internet Limited ('Pipex')

          Proposed Placing of 443,200,000 Shares raising £27.7million

                           Proposed Board appointment

                Proposed name change to Pipex Communications plc

                    Notice of Extraordinary General Meeting

GX Networks plc, the telecoms network operator and provider of business
broadband solutions, has agreed to acquire Pipex for a total consideration of
approximately £55 million and has effected a successful institutional Placing
raising approximately £27.7 million, both are subject to approval of
Shareholders at an EGM which has been convened for 27 October 2003.  Following
completion of the Acquisition GX Networks will be renamed Pipex Communications
plc to leverage fully the Pipex brand.

The Pipex brand has a twelve-year track record and is widely recognised in the
UK. As at the end of June 2003 Pipex had about 6 per cent of the total UK ADSL
market and approximately over 10 per cent market share of non-BT plc owned ADSL
lines.  Pipex provides a portfolio of ISP services to its 119,000 strong
customer base consisting of small corporates, SMEs and residential customers.

Pipex has been profitable and cash generative under its managing director David
Rickards, whose family owns 100 per cent of its shares.  During the year ended
31 May 2003 the turnover of Pipex was approximately £31.6 million, EBITDA was
£9.9 million and pre-tax profits were £10.1 million.  As of today Pipex has
approximately £20 million of cash in the bank.

Pursuant to the Acquisition Agreement, the Rickards family has agreed to sell
and GX has agreed to purchase, subject to certain conditions, the entire issued
share capital of Pipex.  The approximately £55 million consideration payable for
the shares of Pipex will be satisfied by the allotment of £5 million
Consideration Shares to the vendors and the payment of approximately £50 million
in cash on completion.

It is intended that the cash consideration is to be financed through a new debt
facility of approximately £15 million, the Placing, and approximately £10
million from the existing cash resources of the enlarged Group subject to a
financial assistance whitewash under sections 151 to 158 of the Companies Act
1985 to be effected prior to completion of the Acquisition.

In addition to the acquisition of Pipex, GX Networks has raised £27.7 million by
way of a placing with institutional and other investors, underwritten by Collins
Stewart Limited, of 443,200,000 shares at a placing price of 6.25p.  It is
expected that the New Ordinary Shares the subject of such placing will be
admitted to trading on the Alternative Investment Market on 28 October 2003.
The proceeds of the Placing will be used to fund part of the acquisition
purchase consideration.

GX Networks has acquired three companies since the acquisition of Transigent in
October 2002.  The acquisitions have been completed against the backdrop of
consolidations in the alternative telecommunication providers market which the
Company expects to continue throughout the remainder of 2003 and into 2004.
These acquisitions have also given GX Networks an enlarged product portfolio
across access, hosting security, VPN's, voice services and an enhanced customer
base.  Following this transaction GX Networks will have a customer base of over
140,000 up from 600 in October 2002.  GX Networks believes it is now well
positioned to further develop its business through both acquisition and organic
growth.

Peter Dubens, Chairman of GX Networks, said: 'This is an important acquisition
in the development of GX Networks as it allows us to become cash flow positive
immediately and it enables us to rebrand the entire group as Pipex, which is one
of the strongest brand names in the sector.  Furthermore, it will improve the
mix of products that we sell, as Pipex has established a large broadband
customer base.'

It is proposed that David Rickards will join the Board in an executive capacity
on completion of the Acquisition.  David Rickards is a highly successful
entrepreneur with a strong background in business processes and accounting.

David Rickards said: 'We needed an alliance with a larger organisation to take
our business to the next stage.  GX, with its highly resilient network presence
and a culture similar to ours, is the right choice for Pipex.  I am delighted
that I will be filling a senior executive role in the combined organisation
going forward, and that the Pipex brand name is to be maintained.'

Matters for disclosure under paragraph (f) of Schedule 2 of the AIM Rules with
respect to the appointment of David Peter Rickards as a Executive Director of GX
Networks plc:

Full name:                        David Peter Rickards
Age:                              37
Current directorships:            Pipex Internet Limited
                                  Waycourt Estates Limited
Directorships held within the     Highway Response Limited
last 5 years:

There are no other matters that are required to be announced with regards to
this appointment.

Copies of the documents relating to the acquisition and placing will be
available for inspection during usual business hours on any weekday (Saturday
and public holidays excepted) for a period of 22 days after the date of this
document at the offices of SJ Berwin, 222 Grays Inn Road, London WC1X 8XF.



                                    - Ends -



For further information:


GX Networks plc
Peter Dubens, Chairman                                Tel: +44 (0) 20 7766 6909
                                                                    www.gxn.net

Collins Stewart
Stuart Lane, Corporate Finance                        Tel: +44 (0) 20 7523 8310
                                                        www.collins-stewart.com
Investec Investment Banking
Chris Godsmark                                        Tel: +44 (0) 7970 406 784


Media enquiries:

Bankside
Henry Harrison-Topham / Julian Bosdet                 Tel: +44 (0) 20 7444 4141
[email protected]                                          www.bankside.com



Photography of Peter Dubens in jpeg format can be obtained from Bankside.


Notes to editors:

GX Networks plc is a telecoms network operator and provider of business
broadband solutions.  The Company is listed on the Alternative Investment Market
(AIM) and prior to March 2003 was known as Zipcom plc.

Since 31 December 2002 GX Networks has undertaken a number of strategic
acquisitions as part of a structured acquisition programme designed to grow the
Company significantly.

On 18 July 2003 GX Networks acquired XTML Limited ('XTML') and Compulink
Information eXchange Limited ('CIX'), companies which had previously formed part
of the Telenor Business Holdings UK Limited group ('Telenor').

CIX's principal focus is the provision of connectivity services to a broad UK
customer base, offering leased lines, ADSL, dial-up and conferencing services.
XTML was engaged in the provision of application and hosting solutions to both
the UK public and private sectors, including County Councils, and major multi
sited corporations.

The acquisition of CIX and XTML complemented the existing business of GX
Networks and has provided customers with a greater choice of hosting locations
and new services.

CIX and XTML achieved unaudited aggregate turnover of £11 million for the year
ended 31 December 2002 and, as a part of Telenor, did not report a profit.

The total consideration payable in respect of these acquisitions of XTML and CIX
was £1.0 million, which was satisfied entirely by the allotment on 14 August
2003 of 20,366,599 Shares at a price of 4.91p.

On 28 August 2003 GX acquired Firstnet Services Limited for a total
consideration of £4.3 million following a successful institutional placing which
raised approximately £12 million net of expenses.

Leeds-based Firstnet was founded in 1996 and provides hosting, leased lines,
DSL, WDSL, and connectivity services to a range of SME and major corporate
customers.  During the year ended 31 August 2002 the turnover attributable to
Firstnet was approximately £7.4 million and the attributable EBITDA was £1.1
million.  The value of the net assets of Firstnet at that date was approximately
£4 million.  The acquisition of Firstnet was satisfied by cash consideration of
£3.2 million on completion and the allotment of 22,088,353 Shares at a price of
4.98p per share, which are to be allotted no sooner than seven months following
completion.

The Firstnet data centre in Leeds further enhances GX Networks's market position
in the North of England and provides an additional 20 points of presence (PoPs).
This transaction has taken GX Networks customer base to more than 20,000
customers.

The acquisition of Firstnet has also brought further diversification to GX's
product range including additional hosting capacity and new wireless products.




                      This information is provided by RNS
            The company news service from the London Stock Exchange                                                                                                    

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