Acquisition

IBNet PLC 3 December 2001 ACQUISITION OF WEBGRAVITY IBNet plc ('IBNet' or 'the Company'), the corporate intelligence, brand monitoring and Internet surveillance company today announces that it has entered into an agreement to acquire WebGravity Limited ('Webgravity'), a UK search engine positioning company ('Acquisition'). The total consideration for the Acquisition comprises the following: * An initial payment of £450,000 satisfied by the issue of nominal Loan Stock * The issue of 20 million new ordinary shares ('Consideration Shares') * The payment of 20 per cent of all Company Revenues to the vendors during an Earn-Out period of 22 months commencing 1 November 2001. The consideration under this Earn-Out will be paid quarterly by way of Loan Stock and is subject to a maximum payment of £2.55m Completion of the Acquisition is conditional upon IBNet Shareholder's approval of a capital reorganisation of the Company. An EGM of the Company in respect of the capital reorganisation is expected to take place in early January 2002. Background information on Webgravity WebGravity is a UK based search engine positioning consultancy. The company provides positioning services to its substantial client base which ensure that client websites can be easily located through search engines. These services are essential for Webgravity's clients, such as Buzz, the low cost airline division of KLM, that rely heavily on internet bookings. Webgravity's turnover for the unaudited year to 29 February 2001 was £836,000 of which £196,000 related to continuing operations comprising its search engine positioning business and £640,000 related to discontinued operations. It incurred a net loss of £81,000 for the period. As at 29 February 2001 WebGravity had negative net assets of £74,000. The company has over 500 clients on retained contracts, many of which are in sectors where IBNet has existing clients. These include Virgin Group, Ladbrokes, Universal Music, Cartoon Network, Buzz and BT. Since the period end WebGravity's search engine positioning business turnover has increased substantially and the business has moved into profitability on a monthly basis. Background information on IBNet IBNet's range of services provides companies with intelligence on how their Intellectual Property and Branding are represented on the Internet. The Company monitors for instances of piracy, intellectual property abuse, financial deception, brand defamation, share ramping and libel of its clients' presence on the web. The Company has worked with over 30 clients, including Rolls Royce, AON, KPMG and a variety of international brands whose identities are protected by contractual agreement. Reasons for the Acquisition The Acquisition will further strengthen and enhance the range of services which IBNet is able to provide to its clients. The Directors of IBNet believe that there is an excellent synergy between IBNet's brand landscape service and Webgravity's search engine positioning services. Additionally, WebGravity brings a client base of over 500 companies in a wide variety of sectors. Opportunities should be created for cross-selling IBNet's higher margin Internet surveillance and brand protection services to this extensive client base. Sales of IBNet's NetDetec product continue to progress. The company has recently won two major clients, whose identities are protected by contractual agreement. However delays caused by sales lead times from introduction to contract signing remain considerable. The addition of Webgravity's experienced sales force and other routes to market will offer a valuable introduction route for IBNet's newly launched brand landscape product, which is expected to have a quicker sales cycle. It will also allow IBNet's existing sales force to concentrate on developing sales of the Company's NetDetec product and its existing range of products and services. WebGravity has an established client base for its products and the Directors of IBNet believe that the Acquisition will add critical mass to IBNet's existing operations. Directors Webgravity's directors, Toby Smallpeice and Richard Saul have today entered into new service agreements with the Company for an initial period of 22 months, terminable thereafter by either party at six months notice. Both directors will join IBNet's board and receive an annual remuneration of £ 100,000. Chief Executive, Mark Ommanney has resigned with immediate effect, but will remain with the company for a short period in order to effect the smooth integration of WebGravity. Toby Smallpeice, will take over the role of IBNet Chief Executive immediately. The Board of IBNet wishes to thank Mark Ommanney for his contribution during his period as Chief Executive. Disclosures regarding the appointment of directors under Schedule 2 of the AIM rules are contained as an appendix to this announcement. Listing application Following completion of the Acquisition, application will be made for the 20 million new Consideration Shares to be admitted to AIM. Admission of the Consideration Shares is expected and dealings are expected to commence in early January 2002. Commenting on the Acquisition, David Heynes, Chairman, said: ' This is an excellent acquisition for IBNet. WebGravity brings a critical mass to the Company. In addition to complementing IBNet's existing products, Webgravity's 500 retained clients bring many potential cross selling opportunities for the Company. Many of Webgravity's clients are in sectors where we have existing expertise. We would hope to leverage off Webgravity's strong relationships with its blue chip client base to introduce our other higher margin services.' - ends - Date: 3 December 2001 For further information contact: IBNet PLC City Profile Group David Heynes, Chairman Ed Senior 020-7629-7676 Simon Courtenay web: www.ibnetplc.com 020-7448-3244 e-mail: edward.senior@city-profile.com Appendix IBNet today announces the appointment of Toby John Smallpeice, 29, as Chief Executive and Richard Jeremy Saul, 29, as Sales Director, both with immediate effect. Mr Smallpeice and Mr Saul are both currently directors of WebGravity Limited and Multiglobe Limited. Mr Smallpeice was also previously a director of Netex UK Limited until June 1999 when Netex UK Limited was dissolved. This document is confidential and is only for distribution in the United Kingdom to persons to whom such a communication is permitted by the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 or by any other Order made pursuant to section 21(5) of the Financial Services and Markets Act 2000 and, if permitted by applicable law, for distribution outside the United Kingdom to professionals or institutions whose ordinary business involves them in engaging in investment activities. It is not intended to be distributed or passed on, directly or indirectly, to any other class of persons. This document is being supplied to you solely for your information and may not be copied, reproduced, further distributed to any other person or published, in whole or in part, for any purpose. The information in this document does not constitute, or form part of, any offer to sell or issue, or any solicitation of an offer to purchase or subscribe for, any shares in the Company nor shall this document, or any part of it, or the fact of its distribution, form the basis of, or be relied on, in connection with any contract.
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