Acquisition and Placing

RTS NetWorks Group PLC 26 July 2001 RTS NetWorks Group PLC ('RTS NetWorks' or 'the Company') Acquisition of Juize A/S ('Juize') and Placing to raise £550,000 Introduction RTS NetWorks, provider of next generation e- and m-business solutions, today announces the acquisition of Juize, a Danish company specialising in Internet technology and solutions for telephone operators, Internet service providers and corporate enterprises. The total consideration is approximately £0.55 million to be satisfied by the issue of new ordinary shares of 1 pence each in the capital of the Company ('Ordinary Shares'). In addition, Olicom A/S ('Olicom'), the listed Danish technology investment company and the parent of Olicom Ventures A/S, the majority shareholder in Juize, has subscribed £550,000 for 6,179,775 new ordinary shares in RTS Networks at a price of 8.9p per share. Olicom's total resultant shareholding in the enlarged RTS Networks will be 10.05 per cent. of the total issued share capital. Acquisition of Juize Juize specialises in Internet technology and solutions for telephone operators, Internet service providers and corporate enterprises. There are expected to be a number of synergies between the products of Juize and RTS Networks in the wireless sector. The consideration payable to the vendors of Juize has been satisfied by the issue of 5,840,000 new ordinary shares in the Company at a price of 9.5p per share. This values Juize at approximately £0.55 million. Revenues in the period ended 31 December 2000 were DKR42,000 (approximately £4,000), achieving a net loss of DKR7.675 million (approximately £600,000), reflecting investment in product development. As at 31 December 2000, Juize had net assets of DKR1.556 million (approximately £130,000). RTS Networks' Chairman, Bernard Fisher, said, 'We are delighted to welcome Juize into the Group. By incorporation into our existing lines, Juize's six products will provide a further extension to the wireless capabilities of our lines such as the home delivery and installation package (Hdi)'. Placing Olicom is a listed Danish investment company. As at 31 December 2000 Olicom had net cash of approximately $30 million (approximately £21.2 million). Prior to the acquisition, Olicom held 77.85 per cent. of the share capital of Juize, through its subsidiary Olicom Ventures A/S. The Ordinary Shares issued as consideration, together with Olicom's subscription for 6,179,775 new Ordinary Shares in the Placing will bring its shareholding in the enlarged RTS Networks to 10.05 per cent. Boje Rinhart, Olicom CEO, said: 'We are very pleased to see Juize teaming up with an international company like RTS NetWorks, as it has the skills and credibility needed to exploit the full potential of Juize's technologies.' Application will be made for the 12,019,775 new Ordinary Shares to be issued for the acquisition and for the Placing to be admitted to AIM and it is expected that dealings will commence on 1 August 2001.
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