Disposal

Telme Group PLC
11 December 2001

                          TelMe Group plc ('TelMe')

                    Proposed Disposal of Travel Interests

                                  Highlights


*   TelMe announced on 19 November 2001 that it had entered into heads of
    agreement to dispose of its Travel Interests.


*   The Company has now entered into a conditional sale and purchase
    agreement to sell the Travel Interests to Friezenberg and Seaforths Services
    ('Seaforths') for £4 million in cash, payable on completion, with a further 
    £1 million in cash if certain performance criteria are met.


*   The Travel Interests of TelMe consist of Seaforths, a business travel
    agent, and TelMe Online, an Internet travel portal TelMe Global Traveller
    (www.telme.com) and a travel software and travel data business.


*   The Board has been implementing a strategy to make the activities of
    the Group more focussed and decided that the sale of the Travel Interests   
    for a cash sum of at least £4 million will give the Group the potential to  
    fund organic growth in its Customer Relationship Management ('CRM') business
    and increase its size through acquisition.


*   Although the Directors expect a loss on disposal to arise, the Board
    considers that the Disposal will be earnings enhancing in future years.


*   The Board believes that, following completion of the sale of Travel
    Interests, the Company's activities will benefit from concentration of focus
    in the growing and attractive CRM market and have the additional financial
    resources required to exploit the opportunities in this market.


*   A circular giving further information and calling the necessary
    Extraordinary General Meeting will be posted to shareholders on 12 December
    2001.


*   Under the Agreement, the Company is disposing of those businesses that
    make use of the TelMe name and an additional Extraordinary General Meeting
    will, therefore, be convened to propose that the name of the Company be
    changed to GB Group plc to reflect the principal trading name of the
    Continuing Group, conditional on approval of the Disposal.



For further enquiries, please contact:


TelMe Group plc
Richard Law, Finance Director                          01244 657 333

Peel Hunt
David Davis                                            020 7283 9666

Weber Shandwick Square Mile
Richard Hews/Trish Featherstone                        020 7950 2000



Introduction



TelMe Group plc ('TelMe') announced on 19 November 2001 that it had entered
into heads of agreement to dispose of the Travel Interests to the Dutch
Company, Friezenberg Beheer B.V. The Company has now entered into a
conditional sale and purchase agreement with Friezenberg Beheer B.V. and
Seaforths Services pursuant to which the Travel Interests will be sold to that
company for £4 million in cash, payable on completion, with a further £1
million in cash payable on the later of 30 April 2003 or 16 months from
completion if certain performance criteria of the Travel Interests are met.
The Company purchased Seaforths in July 1998 for £4.9 million funded by the
issue of new shares at 36.8p.  At the time of the purchase in 1998,
Friezenberg held 44.6 per cent. of the shares of Seaforths.



Due to its size, the Disposal is required, under the Listing Rules, to be
approved by Shareholders.  Accordingly an Extraordinary General Meeting One
will be held on 28 December 2001, at which the resolution necessary to approve
the Disposal will be proposed.



Information on the Travel Interests



Through Seaforths, the Travel Interests act as a business travel agent to
companies such as Haliburton, Novell and ARM.  Through TelMe Online, the
Travel Interests also comprise an Internet travel portal, TelMe Global
Traveller (www.telme.com) and a travel software and travel data business.



Seaforths is the sixteenth largest business travel agent in the UK, with a
significant proportion of the business being accounted for by electronic
fulfilment.  Seaforths specialises in providing travel services to the oil
sector and derives around 62 percent of its revenue from this sector.



The Travel Interests employ 204 people and operate from locations in Aberdeen,
Great Yarmouth, Bracknell, Chester and London.



Reasons for the Disposal



Since the acquisitions of GB Mailing Systems and Seaforths in 1998, the Group
has operated through three divisions, two of which, the travel division and
the Online Services division, operate in the travel sector and the third, the
CRM division, operates in the technology and direct marketing sectors.



The synergies between the travel and the technology sides to the business
which were envisaged at the time of the acquisitions did not fully materialise
and the existence of two distinct sides to the business has, in the opinion of
the Board, led to a lack of focus and some confusion in the market place
regarding the nature of the Group's activities.  Both the CRM and travel
activities are businesses which in the opinion of the Directors have a
promising future, but each business is relatively small and requires further
funding and management focus to develop to its full potential.



Accordingly the Directors have reached the decision that a disposal of the
Travel Interests would be the best way of increasing the Group's focus and
reducing the risk to the Group of exposure to the travel industry



The cash sum of at least £4 million which the Disposal will generate will, in
the opinion of the Board give the Continuing Group the potential to fund
organic growth in the CRM business and, should a suitable opportunity arise,
to increase its size through acquisition.  Whilst the Directors expect a loss
on disposal to arise, the Board considers that the Disposal will be earnings
enhancing in future years.



The Board are of the view that in the event that the sale of Travel Interests
is completed, the nature of the Continuing Group's activities will benefit
from a concentration of focus in the growing and attractive CRM market and the
Continuing Group will have the additional financial resources required to
exploit the opportunities in this market.



Terms of the Disposal



On 10 December 2001, the Company conditionally agreed to sell the Travel
Interests to the Purchasers for an initial consideration of £4,000,000 in
cash, payable on Completion. This initial consideration will increase or
decrease pound for pound to the extent to which the aggregate net asset value
of the Travel Interests exceeds or is less than the agreed sum of £2,143,194.



Under the Agreement, the aggregate net asset value on disposal does not
include certain inter-company debtors, inter-company creditors and certain
other creditor and short-term balances of the Travel Interests.  At 31 March
2001, the value of these balances comprised of £137,000 of inter-company
debtors, £1,310,000 of inter-company creditors, £763,000 of other creditors
and £2,363,000 of short-term debt.



Further deferred consideration for the Travel Interests will be payable by the
Purchaser to the Company on the later of 30 April 2003 or 16 months from the
date of Completion as follows:



(b)    if the turnover of Seaforths in respect of the period of twelve months
ending on 31 December 2002 equals or exceeds £6,000,000 (turnover in the
twelve months to 30 September 2001 was £5,250,000) the Purchasers shall pay
the Company the sum of £665,000 in cash; and/or



(b)    if the turnover of TelMe Online in respect of the period of twelve
months ending on 31 December 2002 equals or exceeds the sum of £3,000,000
(turnover in the 12 months to 30 September 2001 was £2,177,000) the Purchasers
shall pay the Company the sum of £335,000 in cash.



Accordingly, the maximum deferred consideration which may be payable to the
Company is £1,000,000.



The Purchasers have recognised the interests of the Company in these turnover
targets being achieved.  Accordingly, the Purchasers have undertaken inter
alia that they shall not dispose of any material part of the Travel Interests,
acquire or commence any business which is likely to compete with the operation
of the Travel Interests or Ticket Window (except for the business of Ayscough
Limited, as it is currently run by the Purchasers) and will generally carry on
business in the ordinary course and on an arm's length basis.



            TelMe have given such warranties and has agreed to give a tax
indemnity on Completion to the Purchasers which are usual for a transaction of
this size and nature.



            Under the Agreement the Company is disposing of those businesses
that make use of the 'TelMe' name for trading purposes and accordingly, the
Company has agreed to assign its registered trademarks and thereby its rights
and interests in the 'TelMe' name to the Purchasers on Completion.  The
Purchasers have agreed to grant a licence back to the Company on Completion to
use the 'TelMe' name (solely in respect of that name being part of and in the
form of the Company's name) until 31 July 2002.  As a consequence, the Company
shall be required to convene an Extraordinary General Meeting to propose a
change of name of the Company, conditional upon the approval of the Disposal
at Extraordinary General Meeting One, prior to the expiration of the licence.



Mr G J Ramsey, currently the Group's Chief Executive, will be taking up full
time employment with the Purchasers but will remain on the board of the
Company as a non-executive director.


A second Extraordinary General Meeting will be held on 11 January 2001, at
which the resolution necessary to approve the change of the Company's name to
GB Group plc to reflect the principal trading name to be used in the
Continuing Group will be proposed, conditional on the resolution of the
Disposal being passed.


                                    -Ends-