Acquisition

Carphone Warehouse Group PLC
29 May 2001

29 May 2001

 The Carphone Warehouse Group PLC Acquires French Telecoms Services Business

The Carphone Warehouse Group PLC ('CPW') today announces the acquisition of
French telecoms services business Communications De Mobile Cellulaires SA
('CMC') for £54m.


CMC is one of France's leading mobile telecoms services business with over 650
temporary and full-time employees. It primarily provides customer relationship
management services to over 620,000 customers on behalf of network operators
including France Telecom and SFR. In addition it has a call centre taking over
50,000 calls a month on behalf of a number of networks.


Charles Dunstone, Chairman and Chief Executive Officer, The Carphone Warehouse
Group PLC said:

'CMC is a significant player in the French customer relationship management
sector and this acquisition is an important development in the growth and
rollout of our telecoms services business across Europe.

'Sourcing additional and recurring revenue streams following the point of sale
has been central to our strategy for a number of years. In the UK we have a
highly successful business providing customer relationship management services
for over 214,000 customers on behalf of leading network operators. Increased
ARPU (average revenue per user) levels clearly indicate that this formula is a
success, that we are able to deliver higher spending customers and that the
business has potential for significant growth.


'We anticipate that the CMC business coupled with our French retail network of
140 Phone House stores and our strong relationships with French network
operators will deliver some excellent returns for our French Telecoms Services
business.'

The CMC business is divided into two areas:

Primarily customer relationship management:

Provision of after-sales customer relationship management including a
combination of services such as general enquiries and revenue management on
behalf of leading French network operators.

Service provision:

A mobile phone service provider also delivering billing and relationship
management for the customer base.

As part of the transaction CPW has acquired the entire issued share capital of
Cellcom Limited ('Cellcom') which owns 63.8% of the issued share capital of
CMC and has acquired the remaining balance of CMC shares directly. The total
consideration is £54m.


The consideration is being satisfied as to £52.5m in cash on completion. The
balance of the consideration, being £1.5m, will be used to acquire certain CMC
shares held by Cellcom, being 2.5%, of the issued CMC share capital which are
currently subject to outstanding option agreements. CPW has the right to call
for the purchase of such shares under such option agreements at a fixed price
of £1.5m. The level of net current assets on completion, which are expected to
be represented by cash, will be £6m. If after preparation of completion
accounts the level of net current assets is less than £6m then the
consideration will be reduced by the full amount of such short fall and repaid
to CPW out of a retention account.

The shareholders of CMC and Cellcom Limited have provided CPW with such
warranties and indemnities as have been negotiated as part of the transaction.


The value of the net assets the subject of the transaction is £9.5m (31 March
2001 £10.4m) and the profits attributable to such net assets are £8.8m (year
to 31 March 2001).




For further information please contact:

Charles Dunstone - 0208 896 5573

Roger Taylor

David Ross

Tristia Clarke



www.carphonewarehouse.com