Telecom Acquisitions

365 Corporation PLC 5 October 2000 365 CORPORATION PLC CONTINUES THE RAPID GROWTH OF ITS BUSINESS DIVISION THROUGH THREE TELECOMS ACQUISITIONS FOR AN AGGREGATE CONSIDERATION OF UP TO £4.62m. 365 Corporation plc, the digital media and communications company, today announces that it has acquired the whole of the share capital of Systematic Telecoms Limited (Systematic) for a consideration of up to £2.72m payable in cash and shares. It has also acquired the assets of the Essential Voice and Data partnership (EVD), and increased to 100% its holding of Essential Network Solutions Limited (ENS) for a consideration of up to £1.9 million payable in cash and shares. Systematic Based in Uckfield, Sussex, Systematic is a long established supplier and maintainer of telephone systems whose unaudited accounts for the ten months to 31st August 2000 show a turnover of £2,045,000 and a net profit of £246,577. The company will add considerable strength to the hardware capabilities of the Business Services Division, whilst providing a large and established customer base to which 365 can sell additional products and services. The acquisition will further extend the large geographic coverage of 365's UK operations The initial consideration for Systematic is to be satisfied by the payment of £1.3m in cash and the issue of 350,000 new 365 ordinary shares of 0.25p each. Further consideration of up to a total of 350,000 ordinary shares of 0.25p each may be payable dependent on the share price of 365 in 12 and 18 months time respectively. In addition, the vendors may earn up to a further £1m of consideration if the pre-tax profits of Systematic exceed specified targets for each of the years 2001 and 2002. 60% of this additional consideration is payable by the issue of shares in 365 Corporation plc and the remainder in cash. As part of the acquisition, the founders of Systematic, Michael Carroll and John Penny, will be joining 365's subsidiary, Symphony Telecom, under new long-term service agreements. The audited accounts for Systematic for the year ended 31 October 1999, showed net assets of £2,884 and net profit of £3,749 before tax. Essential Essential Network Solutions Limited ('ENS') is a joint venture company owned by its senior management (50%) and 365's subsidiary, Symphony Telecom Limited (50%) whilst Essential Voice and Data ('EVD') is a partnership operated by its founders, John Donnohoe and Clifford Smith. EVD's turnover for the 12 months to 31 July 1999 was £948,508 and that of ENS for the 12 months to 31 March 2000 was £152,455. The companies provide a wide range of fixed-line voice and data services to businesses and consumers in the UK. The initial consideration for ENS and EVD will be satisfied by the issue of 625,000 new 365 ordinary shares of 0.25p and the payment of £700,000 in cash. Further consideration of up to a total of 625,000 ordinary shares of 0.25p each may be payable dependent on the share price of 365 in 12 and 18 months time respectively. In addition, the vendors may earn up to a further £450,000 of consideration dependent upon growth in monthly revenue the vendors achieve as employees of 365. This additional consideration is payable as either cash or shares or a combination of the two. EVD's co-founders, John Donohoe and Clifford Smith and the director of ENS, Trevor Weare, are to enter into long term service agreements with Symphony Telecom Limited to ensure the effective integration and development of EVD and ENS. Commenting on the acquisitions, Dan Thompson, Chief Executive Officer of 365, said: 'We are delighted with the acquisition of Systematic and their established customer base. This will further extend our geographic coverage in the South East and will allow us to offer additional products and services to Systematic's existing and future customers.' 'We are also pleased and excited to welcome Essential into the 365 Group. Their high end CTI (Computer Telephony Integration) expertise will be invaluable to our Business Division's ability to meet our customer's ever growing requirements for integrated voice and data solutions.' 'Both agreements underpin our strategy to take full control of those key companies with which we have had strong alliances in the past.' Enquiries: 365 Corporation plc Tel: 020 7505 7800 Martin Turner, Finance Director www.365corp.com Financial Dynamics Tel: 020 7831 3113 Fiona Meiklejohn fiona.meiklejohn@fd.com Ben Atwell ben.atwell@fd.com NOTES FOR EDITORS 365 Corporation plc (www.365corp.com) Consumer Division 365's consumer division provides high quality digital content across three different categories - lifestyle, sport and entertainment. Each of these in turn, have several different content services, which are accessible to consumers on a multi platform basis (Internet, mobile phone, fixed line, TV, PDA etc). my365.com - www.my365.com, a one stop shop which reflects the best of the passion centers and provides a consumer hub which readers can personalize according to their interests. It also offers network-wide communication services and products. * Sport Football - www.football365.com (English), www.futbol365.com (Spanish), www.football365.fr (French). www.soccer365.com (North American soccer biased content), international.football365.com - a dedicated service, covering international football. Cricket - www.cricketline.com (a leading site for International cricket), www.cricinfo365.com (daily e-mail publication in joint venture with CricInfo) Rugby - www.planet-rugby.com, a market leading online rugby resource including breaking news and unique statistics, www.rugby365.com (produced in four language versions - English, French, Spanish, Afrikaans), www.rugbyrugby.com (North American rugby website). Racetips - www.racetips365.com, a site dedicated to Horse Racing giving the inside track on news, form and the horses to follow). Formula - www.planet-f1.com (English) www.francais planet-f1.com (French), www.deutsch.planet-f1.com (Dutch), www.espanol.planet-f1.com, (Spanish),italiano.planet-f1.com (Italian), website featuring news, features and a searchable archive of every race in F1 history. Sports Overview - www.sportszine.co.uk - complete guide to sport on the Internet through a searchable database of over 40,000 individually reviewed websites, www.sportonair.com - UK's first dedicated sports audio website with hourly news, features and interviews, www.livesport.com - multi-sport website. * Entertainment Music - www.music365.com (English), www.music365.fr (French).- reviews of albums and singles, interviews with artists and personalities and topical stories, on-line chat forum, on-line shopping facilities for concert tickets, CDs and videos. Competitions - www.win365.co.uk - a cross-platform competition based product. Games - www.trivia365.com - a network of live, multiplayer trivia games where users can compete in real time against anyone else in the world on a variety of topics including television, education, history, entertainment and sport and win prizes. 365Television - www365television.com, the first production, a documentary on boxer Mike Tyson's UK fight, was commissioned by BBC Choice and recently aired on BBC Choice and BBC2. * Lifestyle Companionship - www.personals365.com, an on-line companionship product, www.theswitch.co.uk, a multi-platform product using the web and telephone for chat. Future - www.future365.com - a site dedicated to covering the past, present and future Gardening - www.gardening365.com Gay - www.gay365.com Advisory services - telephone-based services to users. 365 provides telephone lines and systems and Infogenie procures the advisory services, currently for legal services and veterinary services. Business Division (www.symphony.com) 365 acquired its Business Division as part of the purchase of Symphony Telecommunications plc (Symphony Telecom) in February 1999. Its focus is to act as a 'one-stop-shop' and single point of contact for all of its customers' communications requirements. Increasingly, this includes the provision of internet-related applications and solutions. With its head offices in Hemel Hempstead, England, it continues to trade under the Symphony brand. www.business365.co.uk - designed to give SME's within the UK quick and easy access to the facts and communication services they need to help run their business. Business365 draws on Symphony's resources to provide independent, interactive business solutions. Telephone systems - 365 sells and maintains a range of telephone systems and related solutions. Fixed-line resale - 365 provides branded fixed line telecommunications services and choses to route traffic over a selection of blue chip carriers including Energis and Viatel. It also provides non-geographic numbers (premium, national and local rates) and routes ISDN traffic Mobiles - 365 sells mobile handsets, airtime and ongoing support to SME's via the Cellnet or Vodafone mobile networks. Internet services - 365's internet products include network access devices, ISDN-2-dial-up, web hosting and web design services

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