Disposal and Trading Update

Gresham Computing PLC 10 December 2001 For immediate release 10 December 2001 Gresham Computing plc DISPOSAL AND TRADING UPDATE Update on the disposal of SIM Group Gresham Computing plc (Gresham) today announces that following the contract for the disposal of SIM Group (SIM) to SQS Software Quality Systems AG (SQS) in May 2001, agreement has been reached over the turnover achieved by SIM for the six and twelve month periods ending 31 October 2001. As part of the conditions of sale to SQS final payment terms are dependent on SIM's turnover for the six and twelve month periods ending 31 October 2001. The Tranche 1 Agreement for the disposal of 50 per cent of the issued share capital of SIM plus one controlling share was completed on 25 June 2001 for an initial consideration of £5,250,000 with further proceeds of up to £750,000 dependent on the achievement of certain turnover targets. As a result of the achievement of £10,288,000 turnover by SIM in the year ending 31 October 2001, an amount of £600,000 will be released to Gresham from escrow. This will increase the proceeds from the Tranche 1 Agreement to £5,850,000. Under the terms of the Tranche 2 Agreement Gresham will dispose of the remaining issued share capital of SIM on the earlier of the date of any SQS initial public offering and 30 June 2002. The turnover for the six months ending 31 October 2001 has been agreed at £5,608,000. As a result the proceeds under the Tranche 2 Agreement will comprise of two payment streams: 1) £6,912,000 payable at the option of Gresham in cash or bonds convertible into SQS shares or a combination of cash and bonds. This amount is due for settlement on completion of the Tranche 2 Agreement on the earlier of 30 June 2002 or any SQS initial public offering; and 2) Ten percent of the revenue achieved by SIM in the year ending 31 October 2002. This amount will be payable to Gresham in cash by 30 December 2002. Trading Update Trading conditions in the ongoing businesses of Gresham remain challenging. However, Gresham continues to develop and invest in its software and solutions businesses. The storage area networking business continues to develop and investments have been made to support the distribution agreement with IBM Tivoli announced in June 2001. The benefits of this agreement are only likely to start to impact revenue in the fourth calendar quarter. Investment has continued in the development of the Cable & Wireless Real Time Nostro service, announced in October this year, both in terms of product development and relationship building with banks. The service is designed to facilitate real time information relating to banks' Nostro Accounts using Cable & Wireless's global hosting and telecommunication services and is expected to be commercially available during Summer 2002. The directors consider that these market opportunities provide Gresham with a platform for significant potential future growth. For further information, please contact: Gresham Computing plc 01489 555 522 Andrew Walton-Green, Chief Executive Officer Weber Shandwick Square Mile 020 7601 1000 Edward Macquisten/Sally Lewis
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