Acquisition

Ninth Floor (The) PLC 3 October 2001 The Ninth Floor plc ('Ninth Floor' or 'the Company') Acquisition of remaining 40% of IO MM Software Limited The Company is pleased to announce that it has acquired the remaining 40 per cent. of IO MM Software Limited ('IO MM') which it does not already own. In April 2000 the Company acquired the entire share capital of Farsight Surveillance Technologies Limited ('Farsight') which in turn owned 60 per cent. of IO MM, its internet based security surveillance software development business. The remaining 40 per cent of the issued share capital of IO MM was owned by a number of directors, employees and ex-employees of IO MM and Farsight, as well as Andrew Bromley, a Ninth Floor director (together 'the Vendors'). IO MM had net liabilities of £72,000 as at 30 November 2000 and incurred operating losses of £73,000 for the 12 months ended 30 November 2000. As consideration for the acquisition the Company has issued 1,500,000 ordinary shares to the Vendors and deferred cash consideration of £100,000, payable in two equal tranches on 1 April 2002 and 1 October 2002. Additional deferred consideration will be payable up to £50,000 in cash and up to 750,000 ordinary shares on the achievement of certain profit targets for the year ended 30 September 2002. The Directors of the Company, having consulted with Seymour Pierce Limited, believe that the terms of acquisition are fair and reasonable insofar as the shareholders of the Company are concerned. The new ordinary shares issued to the Vendors rank pari passu in all respects with the existing ordinary shares of the Company. Application will be made for these shares to be admitted to trading on the Alternative Investment Market of the London Stock Exchange. Enquiries: Alan Wix, Chairman and Chief Executive, The Ninth Floor plc 0207 643 5300 Mark Percy, Seymour Pierce Limited 0207 648 8700
UK 100

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