Offer for Intelliplus Group

Eckoh Technologies PLC
06 August 2003


For Immediate Release                                6 August 2003



                             Eckoh Technologies plc



     Recommended offer for Intelliplus Group plc by Eckoh Technologies plc



The Boards of Eckoh and Intelliplus today announce they have reached agreement
on the terms of a recommended offer to be made for the entire issued and to be
issued share capital of Intelliplus.


Transaction Highlights



•     The Offer will be achieved through a recommended all share offer to be
      made by Evolution Beeson Gregory, on behalf of Eckoh, for all the existing
      issued share capital of Intelliplus.



•           The Offer is being made on the basis of 3 New Eckoh Shares for every
58 Intelliplus Shares.



•           The Offer values the current issued share capital of Intelliplus at
approximately £8.9 million (or 0.74p per Intelliplus Share), based on the
Closing Price of 14.25p per Eckoh Share on 5 August 2003.



•           As at the date of this announcement, Eckoh has received irrevocable
commitments to accept the Offer in respect of 608,187,977 Intelliplus Shares
(representing approximately 50.61 per cent. of the existing issued share capital
of Intelliplus).





Rationale for and benefits of the Offer



•        Significant strategic, commercial and financial synergies and benefits
in combining the operations of Eckoh and Intelliplus.



•        It will create one of the UK's largest Interactive Voice Response ("IVR
") operations with improvements in gross margins expected through the
aggregation of traffic onto Intelliplus' voice and data network.



•        Intelliplus' experience in network and infrastructure management,
combined with Eckoh's experience in IVR service provision, sales and marketing,
will create a strong, integrated IVR operation within the Enlarged Group.



•        Eckoh's experience in fixed-line and mobile telephony solutions is an
excellent fit with Freecom's experience in Internet and data service provision.



•        The Enlarged Group will have the ability to sell a broader product
portfolio of voice, Internet and data services to an initial combined customer
base of over 13,000, providing a platform for accelerated organic growth and
with an expected increase in average revenue per customer.



•        Eckoh has the capacity to successfully integrate Intelliplus' core
businesses and eliminate duplicate costs going forward.



•        Eckoh's strong balance sheet allows the Enlarged Group to be active in
pursuit of strategic opportunities and take a lead role in further sector
consolidation.



Martin Turner, Eckoh's Chief Executive Officer commented:



"This acquisition is an excellent opportunity to combine two highly
complementary businesses in order to increase revenues, gross profits and
earnings for the Enlarged Group. Both sets of Shareholders should see the
combination of the two businesses' relative strengths and expertise together as
excellent positioning for enhanced financial returns."





This summary should be read in conjunction with the full text of the following
announcement. Appendix II to the following announcement contains definitions of
certain expressions used in this summary and the following announcement.



For further enquiries, please contact


Eckoh Technologies plc
Martin Turner, Chief Executive Officer                        Tel: [phone]

Nik Philpot, Chief Operating Officer
Brian McArthur Muscroft, Group Finance Director


Intelliplus Group Plc
Mike Neville, Chairman                                        Tel: [phone]
Stuart Duncan, Chief Executive Officer                        Tel: [phone]


Buchanan Communications

Mark Edwards/Jeremy Garcia                                        Tel: [phone]



Evolution Beeson Gregory
Michael Brennan/Matt Wood                                         Tel: [phone]





Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan.



Recommended Offer by Evolution Beeson Gregory

On behalf of

Eckoh Technologies plc

To acquire the whole of the issued and to be issued share capital of

Intelliplus Group plc



1.         Introduction



The boards of Eckoh and Intelliplus have reached agreement on the terms of a
recommended offer, to be made by Evolution Beeson Gregory on behalf of Eckoh, to
acquire the entire issued and to be issued share capital of Intelliplus. The
Offer values the existing issued ordinary share capital of Intelliplus at
approximately £8.9 million.



2.         Terms of the Offer



The Offer, which is subject to the conditions set out in Appendix I of the
announcement and the conditions and further terms to be set out in the Offer
Document and Form of Acceptance, will be made by Evolution Beeson Gregory on
behalf of Eckoh on the following basis:



For every 58 Intelliplus Shares  3 New Eckoh Shares



and so in proportion for any other number of Intelliplus Shares held.



The Offer values the current issued share capital of Intelliplus at
approximately £8.9 million (or 0.74p per Intelliplus Share), based on the
Closing Price of 14.25p per Eckoh Share on 5 August 2003, being the last
business day prior to the release of this announcement.



The Offer represents a discount of approximately 41.0 per cent. to the Closing
Price of 1.25p per Intelliplus Share. However, in the opinion of the Intelliplus
Directors, a more accurate reflection of the level of the discount that the
Offer represents is approximately 26.0 per cent., being the discount to the
weighted average price of all share dealings in Intelliplus Shares on 5 August
2003 of 1.00p per Intelliplus Share. The reasons for this discount are set out
in paragraph 6 of this announcement.



The Offer is conditional, inter alia, on:



(a)        the Eckoh Directors being granted authority to allot the New Eckoh
Shares and disapply statutory pre-emption rights by means of a special
resolution (requiring the consent of Eckoh Shareholders representing more than
75 per cent. of those voting) to be proposed at an extraordinary general meeting
of Eckoh, notice of which will be set out in the Circular to Eckoh Shareholders,
to be posted in due course;



(b)       valid acceptances of the Offer being received from Intelliplus
Shareholders representing not less than 90 per cent. of the Intelliplus Shares
to which the Offer relates; and



(c)                Admission of the New Eckoh Shares to trading on AIM.



Intelliplus Shares acquired under the Offer will be acquired by Eckoh fully paid
and free of all liens, charges, encumbrances, rights of pre-emption and any
other third party rights attaching hereto, including the right to receive all
dividends and other distributions declared, made or paid on or after 6 August
2003. The New Eckoh Shares will be issued fully paid and will rank pari passu in
all respects with the existing Eckoh Shares, including the right to receive all
dividends and other distributions declared, made or paid on or after 6 August
2003.



3.         Irrevocable undertakings



Eckoh has received irrevocable undertakings to accept the Offer from those
Intelliplus Directors who hold Intelliplus Shares in respect of their aggregate
holdings of 103,703,788 Intelliplus Shares, representing 8.63 per cent. of the
existing issued share capital of Intelliplus. These undertakings will remain
binding in the event that a higher offer is made, but will cease to be binding
in the event that the Offer lapses or is withdrawn.



Eckoh has also received irrevocable undertakings in respect of a further
504,484,189 Intelliplus Shares, representing a further 41.98 per cent. of the
existing issue share capital of Intelliplus. Of these, irrevocable undertakings
over 444,064,777 Intelliplus Shares, representing 36.95 per cent. of the
existing issue share capital of Intelliplus, will also remain binding in the
event that a higher offer is made, however all will cease to be binding in the
event that the Offer lapses or is withdrawn.



Therefore in aggregate, Eckoh has received irrevocable undertakings to accept
the Offer in respect of 608,187,977 Intelliplus Shares representing
approximately 50.61 per cent. of the existing issued share capital of
Intelliplus.



As at 5 August 2003, neither Eckoh, nor any party acting in concert with Eckoh,
held any Intelliplus Shares. As at 5 August 2003, there were 207,625,358 Eckoh
Shares in issue and 1,201,735,809 Intelliplus Shares in issue.



4.                              Information on Intelliplus Group



Intelliplus Group plc is an AIM-quoted company which has two core businesses:
the telephony services division, a switch-based IVR operation; and Freecom, a
business providing internet services to SMEs. The Intelliplus Group has grown,
both organically and through acquisition, and drawn together the necessary
technology platforms and expertise to offer value-added services and bespoke
solutions in the fields of telecommunications and the internet. Turnover for the
year to 31 March 2003 was approximately £19.1 million.



Telephony services



Intelliplus' telephony services division (utilising IVR) was formed following
the acquisition and subsequent integration of Medius Networks Limited with
Intelliplus' existing business in January 2002 and is now a licensed telecoms
operator with access to its own voice and data network infrastructure. This has
enabled it to expand its core products and services portfolio, and also increase
margins through access to direct interconnect rates with BT.



It provides wholesale, reseller and end-user solutions which include premium
rate and non-geographic number ranges, IVR technology solutions, mobile content
and entertainment services, billing solutions for internet and telephone
payments, unified communications and speech recognition services. Turnover for
the year ended 31 March 2003 was approximately £16.5 million.



Freecom



Freecom provides a wide range of internet-related services to SMEs, including
web design, internet security, email, hosting, e-commerce solutions and search
engine registration. Freecom was acquired by Intelliplus in July 2002 and is now
a substantial provider of website related services in the UK with approximately
7,000 customers and offices in Tipton and Warrington. In August 2002,
Intelliplus acquired the internet customer base of PNC Telecom plc, and three
months later the internet customer base of Computer Parts International Limited,
taking on only some of the associated costs. Turnover since the Freecom
acquisition to 31 March 2003 was approximately £2.6 million.



5.                  Information on Eckoh Group



Eckoh currently provides a broad range of telecommunication services to both
consumers and businesses through four distinct trading divisions and
subsidiaries - IVR, Speech Solutions, Network Services (trading through Eckoh's
wholly owned subsidiary Symphony Telecom) and Mobile Wholesale (trading through
Eckoh's wholly owned subsidiary Phones Express).



IVR



Eckoh's IVR business is one of the largest in the UK (its revenue for the year
ended 31 March 2003 was approximately £20.6 million) and has been profitable and
cash generative for a number of years. It earns commissions from fixed line
telecom carriers by partnering with print, radio and television clients to
provide entertainment services (such as vote lines, competitions, dating and
astrology) to their audiences. It also markets its own entertainment services
content directly to consumers.



Speech Solutions



Speech Solutions provides hosted IVR and speech recognition applications to
large corporations. The sectors covered include media, telecoms, entertainment,
travel, government and utilities. During the year ended 31 March 2003, Speech
Solutions delivered sales of approximately £2.0 million.



In November 2002, BT appointed Eckoh as the exclusive provider of hosted speech
recognition services to BT customers. This two year agreement, which commenced
in January 2003, includes the creation of a dedicated hosting and technical
operation for the exclusive use of the alliance, which is funded by BT. The
formation of this partnership endorses Eckoh as a leader in speech-driven
applications and services.



Eckoh has recently completed the installation of 2,500 additional lines into
BT's hosting facility, thereby increasing Eckoh's overall call-handling capacity
to in excess of 6,000 lines.



Network Services



Symphony Telecom purchases network access from a number of fixed-line
telecommunications carriers and mobile network operators under wholesale supply
agreements, and resells to SMEs at retail prices. During the year ended 31 March
2003, Symphony's revenue was approximately £20.6 million, generating significant
levels of profitability for the Eckoh Group.



In May 2003, it signed a strategic trading agreement with Energis to take
ownership of a large number of their end user customers, providing further
evidence that Symphony is becoming a major player in the reseller market.



Mobile Wholesale



Mobile Wholesale operates through Phones Express, which was acquired in
September 2000 and markets mobile telephone handsets and airtime packages
directly to consumers in specialist print publications and on television. It
earns one-time connection commissions and bonuses from mobile service providers
for new airtime contracts as well as a share of on-going spend. During the year
ended 31 March 2003, Mobile Wholesale's revenue was approximately £11.8 million.





6.         Background to and reasons for recommending the Offer



Intelliplus operates in a competitive environment where pressure on prices and
margins has led to a number of companies in the sector experiencing severe
financial difficulties. While the Intelliplus Board remains confident that
further organic progress can be made, it is less sure that Intelliplus has the
necessary funds or critical mass to pursue an aggressive acquisition strategy at
this time and that, without further significant funding, the Intelliplus Board
would pursue a slower and steadier growth plan. This could slow progress towards
achieving Intelliplus' stated aim of becoming one of the UK's leading players in
the telecommunications, media and technology ("TMT") sector and lead to a
downward pressure on the share price. These are the principal reasons why the
terms of the Offer represent a discount to Intelliplus' Closing Price.



The Offer represents a discount of approximately 41.0 per cent. to Intelliplus'
Closing Price of 1.25p. However, in the opinion of the Intelliplus Directors, a
more accurate reflection of the level of the discount that the Offer represents
is approximately 26.0 per cent., being the discount to the weighted average
price of all share dealings in Intelliplus Shares on 5 August 2003 of 1.00p per
Intelliplus Share.



Over the past year, and despite difficult market conditions, the Intelliplus
Board has successfully increased the Intelliplus Group's revenues from £7.2
million for the year ended 31 March 2002 to £19.1 million for the year ended 31
March 2003, and generated a profit of £0.2 million in that year (before
interest, depreciation and amortisation) compared to a loss of £1.9 million
during the prior financial year.



Eckoh benefits from a debt-free balance sheet with approximately £12.0 million
of cash and short term deposits as at 31 March 2003. In the last financial year
ended 31 March 2003, Eckoh generated turnover of over £55.1 million. It has
similar ambitions to consolidate its position within the TMT sector, but is in a
stronger position to pursue this course of action because of the scale of its
business, and strong balance sheet.



The Intelliplus Board believes that there are compelling strategic and financial
reasons for combining the operations of Eckoh and Intelliplus.





IVR



The IVR operations of Eckoh and Intelliplus can be combined to create one of the
largest operations in the UK. Significant improvements in gross margin can be
achieved by moving a proportion of Eckoh's IVR traffic onto Intelliplus' voice
and data network infrastructure. The combination of Intelliplus' experience in
network and infrastructure management, and Eckoh's experience in IVR service
provision and sales and marketing, should create a strong integrated IVR
operation within the Enlarged Group.



Network Services



Freecom and Symphony will have a combined customer base of over 13,000 customers
and their combination will provide the opportunity to increase revenues, margins
and customer lock-in through increased distribution channels. Freecom's
experience in data service provision complements Symphony's experience in voice
services with little duplication.



Financial benefits



Combining and centralising certain customer service and sales functions of
Freecom and Symphony, together with the elimination of duplicated costs, should
result in cost savings and efficiency improvements for the Enlarged Group.



The Enlarged Group will be well capitalised with significant cash balances
enabling it to take advantage of appropriate consolidation opportunities as and
when they might arise.



For these key reasons, the Intelliplus Board believes that the Offer will create
an Enlarged Group with sufficient scale and financial resources to become one of
the UK's prominent telecommunications operators.



The Intelliplus Board also believes that, despite a discount to Intelliplus'
current share price, the Offer provides Intelliplus Shareholders with a greater
opportunity for long-term capital appreciation through participation in the
Enlarged Group. This is based on assumptions that the Enlarged Group will enjoy
better prospects for growth and long-term profitability; have a strong and
well-financed balance sheet; and should be able to gain access to a larger pool
of institutional investors in the future to support its expansion plans.



7.         Directors, management and employees



Following the Offer becoming or being declared unconditional in all respects,
Mike Neville, Peter Reynolds and Martin Smith will join the Eckoh Board from
Intelliplus ("Proposed Directors"), while Craig Niven, Neil Macdonald and Nick
Alexander have agreed to step down from the Eckoh Board. The Eckoh Board will
comprise:


Name                                               Position
David Best                                         Non-Executive Chairman
Martin Turner                                      Chief Executive Officer
Nik Philpot                                        Chief Operating Officer
Brian McArthur Muscroft                            Group Finance Director
Mike Neville                                       Business Development Director
Martin Smith                                       Non-Executive Director
Peter Reynolds                                     Non-Executive Director



The Eckoh Directors and the Proposed Directors have confirmed that the existing
employment rights, including pension rights, of all directors and employees of
the Intelliplus Group will be fully safeguarded following the Offer becoming or
being declared unconditional in all respects.



8.         Intelliplus Share Option Scheme



Eckoh will make appropriate proposals to Intelliplus Option Holders in due
course where required to do so under Rule 15 of the Code.





9.         Recommendation



The Intelliplus Directors, who have been so advised by Grant Thornton Corporate
Finance, consider the terms of the Offer to be fair and reasonable. In providing
its advice to the Intelliplus Directors, Grant Thornton Corporate Finance has
taken into account the commercial assessments of the Intelliplus Directors.



Accordingly, the Intelliplus Directors unanimously recommend that Intelliplus
Shareholders accept the Offer, as those Intelliplus Directors who hold
Intelliplus Shares have undertaken to do so in respect of their own beneficial
holdings of, in aggregate, 103,703,788 Intelliplus Shares, representing
approximately 8.63 per cent. of Intelliplus' existing issued share capital.



10.       Offer Document and Circular



Evolution Beeson Gregory, which is acting as financial adviser to Eckoh, will
despatch the formal Offer document setting out details of the Offer and the Form
of Acceptance to Intelliplus Shareholders as soon as practicable and to Eckoh
Shareholders for information purposes only. Evolution Beeson Gregory will also
despatch the Circular, which includes a Notice of EGM, to Eckoh Shareholders
(and to Intelliplus Shareholders for information purposes only) as soon as
practicable to approve the Resolutions.



11.       General



Terms used in this announcement shall have the meaning given to them in Appendix
II to this announcement.



All times referred to are London times unless otherwise stated.



This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or the solicitation of an offer to buy
or subscribe for any securities pursuant to the Offer or otherwise. The Offer
will be made solely by the Offer Document and the Form of Acceptance
accompanying the Offer Document, which will contain the full terms and
conditions of the Offer, including details of how the Offer may be accepted.



The laws of the relevant jurisdictions may affect the availability of the Offer
to persons not resident in the UK. Persons who are not resident in the UK, or
who are subject to the laws of any jurisdiction other than the UK, should inform
themselves about, and observe, any applicable requirements. Further details in
relation to overseas shareholders will be contained in the Offer Document.



The New Eckoh Shares have not been, and will not be registered under the United
States Securities Act of 1993, as amended, or under any relevant securities laws
of Japan or any province or territory of Canada or Australia and accordingly
such securities may not be offered, sold or delivered, directly or indirectly,
in or into the United States, Canada, Australia or Japan



The Offer referred to in this announcement will not be made, directly or
indirectly, in or into the United States, Canada, Australia or Japan or any
other jurisdiction if to do so would constitute a violation of the relevant laws
of such jurisdiction and the Offer cannot be accepted from or within the United
States, Canada, Australia or Japan or any other such jurisdiction. Accordingly,
this announcement, the Offer Document and the Form of Acceptance or any
accompanying document will not be, directly or indirectly, mailed or otherwise
distributed or sent in or into or from the United States, Canada, Australia or
Japan or any other such jurisdiction.



Any person (including nominees, trustees and custodians) who would, or otherwise
intends to, forward this announcement, the Offer Document and the Form of
Acceptance or any accompanying document to any jurisdiction outside the UK
should refrain from doing so and seek appropriate professional advice before
taking any action.



Evolution Beeson Gregory, which is regulated in the UK by the Financial Services
Authority, is acting exclusively for Eckoh in connection with the Offer and
no-one else and will not be responsible to anyone other than Eckoh, for
providing the protections afforded to customers of Evolution Beeson Gregory, nor
for giving advice in relation to the Offer.



Grant Thornton Corporate Finance, which is regulated in the UK by the Financial
Services Authority, is acting exclusively for Intelliplus in connection with the
Offer and no-one else and will not be responsible to anyone other than
Intelliplus, for providing the protections afforded to customers of Grant
Thornton Corporate Finance, nor for giving advice in relation to the Offer.





APPENDIX I



CONDITIONS AND FURTHER TERMS OF THE OFFER



The Offer, which will be made by Evolution Beeson Gregory on behalf of Eckoh,
will comply with the rules and regulations of the London Stock Exchange, the AIM
Rules and the Code and is governed by English law and will be subject to the
terms and conditions set out in this document and the Form of Acceptance.



The Offer is subject to the following conditions:



(a)        valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 p.m. (London time) on the First Closing Date
(or such later time(s) and/or date(s) as Eckoh may, with the consent of the
Panel or in accordance with the Code, decide), in respect of not less than 90
per cent. in nominal value (or such lesser percentage as Eckoh may decide) of
the Intelliplus Shares to which the Offer relates, provided that this condition
shall not be satisfied unless Eckoh and/or its wholly owned subsidiaries shall
have acquired or agreed to acquire, whether pursuant to the Offer or otherwise,
Intelliplus Shares carrying, in aggregate, more than 50 per cent. of the voting
rights normally exercisable at general meetings of Intelliplus including for
this purpose (to the extent, if any, required by the Panel) any such voting
rights attaching to any Intelliplus shares that are unconditionally allotted or
issued before the Offer becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of any subscription rights, conversion rights
or otherwise. For the purposes of this condition:



(i)      the expression "Intelliplus Shares to which the Offer relates" shall be
construed in accordance with sections 428-430F of the Act; and



(ii)      shares which have been unconditionally allotted shall be deemed to
carry the voting rights which they will carry on issue;



(b)     the passing at an Extraordinary General Meeting of Eckoh (or at any
adjournment thereof) of such resolution or resolutions as may be necessary or
desirable to approve, effect and implement or authorise the implementation of
the Offer, the acquisition of Intelliplus Shares pursuant to the Offer or
otherwise, the increase in the authorised share capital of Eckoh, the allotment
of the New Eckoh Shares and the disapplication of the pre-emption provisions
contained in the Act;



(c)     the London Stock Exchange agreeing to admit the New Eckoh Shares to
trading on AIM and such admission becoming effective in accordance with the
admission and disclosure standards of the AIM Rules or (if Eckoh so determines
and subject to the consent of the Panel) the London Stock Exchange agreeing or
confirming its decision to admit the New Eckoh Shares to trading on AIM subject
only to the allotment of such shares;



(d)     no government or governmental, quasi-governmental, supranational,
statutory or regulatory or investigative body or trade agency, professional
body, association, institution or environmental body or any court or other body
or person whatsoever in any jurisdiction (each a "Third Party") having decided
to take, institute or threaten, and there not continuing to be outstanding, any
action, proceedings, suit, investigation, enquiry or reference or having
enacted, made or proposed any statute, regulation or order or taken any other
steps that would or might:



(i)      make the Offer or the acquisition of any Intelliplus Shares, or the
acquisition by Eckoh or member of the Wider Eckoh Group of any shares in or
control of Intelliplus, void, unenforceable or illegal or directly or indirectly
restrict, prohibit, delay or otherwise interfere with the implementation of, or
impose additional conditions or obligations with respect to, or otherwise
challenge the Offer or the acquisition of any Intelliplus Shares or the
acquisition of control of Intelliplus;



(ii)      require or prevent or delay a divestiture by any member of the Wider
Eckoh Group of any Intelliplus Shares;



(iii)     require or prevent or delay the divestiture or alter the terms of any
proposed divestiture by any member of the Wider Eckoh Group or by the Wider
Intelliplus Group of all or any part of their respective businesses, assets or
property or impose any limitation on the ability of any of them to conduct all
or any portion of their respective businesses or to own all or any portion of
their respective assets or property to an extent which in each case would be
material in the context of the Wider Intelliplus Group taken as a whole or the
Wider Eckoh Group, as appropriate;



(iv)     make the Offer or its implementation or the acquisition or proposed
acquisition by Eckoh or any member of the Wider Eckoh Group of any shares or
other securities in, or control of Intelliplus void, illegal, and/or
unenforceable under the laws of any jurisdiction, or otherwise, directly or
indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the
same, or impose additional conditions or obligations with respect thereto, or
otherwise challenge or interfere therewith;



(v)     impose any limitation on the ability of the Wider Eckoh Group or of the
Wider Intelliplus Group to acquire or hold or to exercise effectively, directly
or indirectly, all or any rights of ownership in respect of shares or loans or
securities convertible into shares or the equivalent in any member of the Wider
Intelliplus Group or the Wider Eckoh Group respectively or to exercise
management control over any such member to an extent which is material in the
context of the Wider Eckoh Group taken as a whole or, as the case may be, the
Wider Intelliplus Group taken as a whole;



(vi)     require any member of the Wider Eckoh Group or any member of the Wider
Intelliplus Group to offer to acquire directly or indirectly any shares in any
member of the Wider Intelliplus Group owned by any third party; or



(vii)    affect adversely the business profits or prospects of any member of the
Wider Eckoh Group or any member of the Wider Intelliplus Group to an extent
which is material in the context of, respectively, the Wider Eckoh Group taken
as a whole or the Wider Intelliplus Group taken as a whole;



          and all applicable waiting and other time periods during which any
such Third Party could decide to take, implement, threaten or institute any such
action, proceedings, suit, investigation, enquiry or reference under the laws of
any jurisdiction having expired, lapsed or been terminated;



(e)        all necessary filings having been made in respect of the Offer and
all required authorisations, orders, grants, recognitions, confirmations,
consents, clearances, licences, permissions, exemptions and approvals necessary
or appropriate or required for or in respect of the Offer (including, without
limitation, its implementation and financing (which term includes, without
limitation, any borrowing of any moneys, the entry into of any underwriting
agreements, the giving of any guarantee or security and the investment of the
proceeds thereof or any other moneys by any member of the Wider Eckoh Group in
the Wider Intelliplus Group and Eckoh's investment in Intelliplus Shares)) or
the proposed acquisition of any shares in, or control of, Intelliplus by the
Wider Eckoh Group being obtained on terms and in a form satisfactory to Eckoh
from all appropriate Third Parties, or from persons or bodies with whom any
member of the Wider Eckoh Group or Wider Intelliplus Group has entered into
contractual arrangements, where the absence of such would have an adverse effect
on the Wider Eckoh Group or the Intelliplus Group as the case may be and all
such authorisations, orders, grants, recognitions, confirmations, consents,
clearances, licences, permissions, exemptions and approvals remaining in full
force and effect at the time at which the Offer becomes otherwise unconditional
in all respects and no intimation or notice of any intention to revoke, suspend,
restrict, modify or not renew any of the same having been received and all
necessary filings having been made and all appropriate waiting periods
(including any extension thereof) under any applicable legislation and
regulations in any jurisdiction having expired, lapsed or been terminated, in
each case as may be necessary in connection with the Offer under the laws or
regulations of any jurisdiction and all necessary statutory or regulatory
obligations in any jurisdiction having been complied with;



(f)        there being no provision of any, agreement, arrangement, licence,
permit or other instrument to which any member of the Wider Intelliplus Group is
a party or by or to which any such member or any of their assets may be bound,
entitled or be subject which, as a direct result of the acquisition by the Wider
Eckoh Group of the Intelliplus Shares or any of them, or change in the
management or control of Intelliplus or the acquisition of control of
Intelliplus by the Wider Eckoh Group will, or might reasonably be expected to,
result in:



(i)    any moneys borrowed by, or any other indebtedness (actual or contingent)
of any such member being or becoming repayable or capable of being declared
repayable immediately or earlier than the repayment date stated in such
agreement, arrangement, licence, permit or other instrument, or the ability of
any such member to borrow monies or incur any indebtedness being withdrawn or
inhibited;



(ii)   any such agreement, arrangement, licence, permit or other instrument
being or becoming capable of being terminated or adversely modified or affected
or any onerous obligation arising or any adverse action being taken or arising
thereunder;



(iii)   the interests or business of any such member in or with any other
person, firm, company or body (or any arrangements relating to such interests or
business) being terminated, modified or adversely affected;



(iv)  any assets of any such member being or falling to be disposed of or
charged in any manner howsoever, or any right arising under which any such asset
or interest could be required to be disposed of or charged in any manner
howsoever;



(v)     the creation of any mortgage, charge or other security interest over the
whole or any part of the business, property or assets of any such member, or any
such security (whenever arising or having arisen) becoming enforceable;



(vi)     the value or financial or trading prospects of any such member being
prejudiced or adversely affected;



(vii)    any such member ceasing to be able to carry on business under any name
under which it presently does so; or



(viii)   the creation of liabilities by any such member; and



in each case, which will or might reasonably be expected to have a material
adverse affect on the Wider Intelliplus Group, taken as a whole;



(g)     no member of the Wider Intelliplus Group having since 31 March 2003,
save as disclosed in the annual report and accounts of Intelliplus for the year
then ended and save as otherwise publicly announced by Intelliplus before 6
August 2003;



(i)      (save as between Intelliplus and wholly-owned subsidiaries of
Intelliplus prior to 6 August 2003 and save for options granted and for any
Intelliplus Shares allotted upon exercise of options granted under the
Intelliplus Share Option Scheme) issued or authorised or proposed the issue of
additional shares of any class, or securities convertible into or exchangeable
for, or rights, warrants or options to subscribe for or acquire, any such shares
or securities or redeemed, purchased or reduced any part of its share capital;



(ii)      recommended, declared, paid or made or proposed to declare, pay or
make any bonus, dividend or other distribution in respect of the share capital
of Intelliplus;



(iii)     merged or demerged with any body corporate or authorised or proposed
or announced any intention to propose any merger, demerger, acquisition,
disposal, transfer, mortgage or charge of or granting of any security over
assets or shares (otherwise than in the ordinary course of business);



(iv)     authorised or proposed or announced its intention to propose any change
in its share or loan capital;



(v)     purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or reduced or, save in
respect to the matters mentioned in sub-paragraph (i) above, made any other
change to any part of its share capital;



(vi)     implemented, or authorised, proposed or announced its intention to
implement, any reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement;



(vii)    issued, authorised or proposed the issue of any debentures or (save in
the ordinary course of business) incurred or increased any indebtedness or
become subject to any contingent liability which is material in the context of
the Wider Intelliplus Group taken as a whole;



(viii)   entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, transaction or commitment (whether
in respect of capital expenditure or otherwise) which is of a long term, onerous
or unusual nature or magnitude or which is or could be restrictive on the
businesses of any member of the Wider Intelliplus Group or the Wider Eckoh Group
or which involves or could involve an obligation of such a nature or magnitude
or which is other than in the ordinary course of business;



(ix)     entered into or varied the terms of any service agreement with any of
the directors of Intelliplus except as disclosed in writing to Eckoh prior to 6
August 2003;



(x)     acquired, disposed of or transferred, mortgaged or charged or encumbered
or created any security interest over any asset or any right, title or interest
in any asset (including, without limitation, shares and trade investments)
otherwise than in the ordinary course of business;



(xi)     waived or compromised any claim otherwise than in the ordinary course
of business;



(xii)    taken any corporate action or had any legal proceedings started or
threatened against it for its winding-up, dissolution or reorganisation or for
the appointment of a receiver, administrative receiver, administrator, trustee
or similar officer of all or any of its assets or revenues or any analogous
proceedings in any jurisdiction or had any such person appointed;



(xiii)   entered into an agreement which will result in the restriction of the
scope of the business of the Wider Intelliplus Group and will have a material
adverse effect on the Wider Intelliplus Group taken as a whole;



(xiv)   entered into any contract, commitment or agreement to, or passed any
resolution with respect to, or announced any intention to, or to propose to,
effect any of the transactions or events referred to in this paragraph;



(h)     since 31 March 2003, and save as disclosed in the annual report and
accounts of Intelliplus for the year then ended and save as publicly announced
by Intelliplus before 6 August 2003:



(i)      no adverse change in the business, financial or trading position or
profits or assets or prospects of any member of the Wider Intelliplus Group
having occurred which would be material to the Wider Intelliplus Group taken as
a whole;



(ii)      no contingent liability having arisen which would or might reasonably
affect materially and adversely the Wider Intelliplus Group taken as a whole;
and



(iii)     no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or material modification of any licence
held by any member of the Wider Intelliplus Group;



(i)      since 31 March 2003, and save as disclosed in the annual report and
accounts of Intelliplus for the year then ended and save as publicly announced
before 6 August 2003, no litigation, arbitration proceedings, prosecution or
other legal proceedings having been instituted or threatened by or against or
remaining outstanding against any member of the Wider Intelliplus Group or to
which any member of the Wider Intelliplus Group is party (whether as plaintiff
or defendant or otherwise) and which, in any case, is or might reasonably be
expected to be material in the context of the Wider Intelliplus Group taken as a
whole;



(j)      Eckoh not having discovered:



(i)      that any, financial or business or other information concerning the
Wider Intelliplus Group which has been disclosed at any time, whether publicly
or otherwise, by any member of the Wider Intelliplus Group is misleading,
contains a misrepresentation of fact or omits to state a fact necessary to make
the information contained therein not materially misleading or that any
contingent liability disclosed in such information would or might materially and
adversely affect directly or indirectly the business, profits or prospects of
the Wider Intelliplus Group and which was not, if material, corrected by
subsequent public announcement made before 6 August 2003; or



(ii)      that any partnership, company or other entity in which any, member of
the Wider Intelliplus Group has an interest and which is not a subsidiary
undertaking of Intelliplus is subject to any liability, contingent or otherwise,
which is or might reasonably be expected to be material in the context of the
Wider Intelliplus Group taken as a whole, and which is not disclosed in
Intelliplus' annual report and accounts for the year ended 31 March 2003;



(iii)     any information which affects the import of any information disclosed
at any time by or on behalf of any member of the Wider Intelliplus Group;



(k)     Eckoh not having discovered that:



(i)      either (a) any member of the Wider Intelliplus Group; (b) any person in
which any member of the Wider Intelliplus Group may have or have had an
interest; or (c) any former member or predecessor in business of any member of
the Wider Intelliplus Group, has not complied with all applicable legislation or
regulations or any applicable jurisdiction, all obligations in permits with
regard to, and all contractual provisions relating to, the protection of the
environment or planning or health and safety or mining or minerals (including
the processing of minerals) including those relating to the storage, carriage,
disposal, discharge, spillage or leak of waste or disposal or emission of any
hazardous substance or any substance likely to impair the environment or harm
human health or animals or plants or obligations relating to restoration or
after-care of land or water, or be likely to give rise to any material liability
or cost (whether actual or contingent) on the part of any member of the Wider
Intelliplus Group or any member of the Wider Eckoh Group which, in any case is
material in the context of the Wider Intelliplus Group taken as a whole;



(ii)      there has been a disposal, discharge, spillage or leak of waste or any
hazardous substance or any substance likely to impair the environment or harm
human health on or about, or there has been an emission or discharge of any
waste or any hazardous substance or any substance likely to impair the
environment or harm human health or the health of animals or plants from, or
there has been breach of, or action under a contract, as a result of which a
bond entered into may be called upon in respect of any land or other asset
owned, occupied, managed or made use of at any time by (a) any member of the
Wider Intelliplus Group; (b) any person in which any member of the Wider
Intelliplus Group may have or has had an interest; or (c) any former member or
predecessor in business of any member of the Wider Intelliplus Group, or for
which any member of the Wider Intelliplus Group is or could reasonably be
expected to be held responsible and in relation to which it may incur any
material liability or cost (whether actual or contingent) and for these purposes
in Great Britain it shall be assumed that Part II A of the Environmental
Protection Act 1990 and Sections 161 A-D of the Water Resources Act 1991 have
been brought into force and fully implemented with all necessary statutory
instruments made and guidance issued;



For the purposes of this condition (k), a liability, cost or requirement shall,
but without prejudice to the meaning of material in any other condition, be
deemed to be material if it amounts or is likely to amount to £1 million or more
or results in or is likely to result in expenditure of £1 million or more or if
such liability, cost or requirement together with the aggregate amount of all
other liabilities, costs or requirements of a type referred to in this condition
(k) amounts or is likely to amount to £1 million or more, or results or is
likely to result in expenditure of £1 million or more.



(l)           Since 31 March 2003, and save as disclosed in the annual report
and accounts for Eckoh for the year then ended and save as publicly announced by
Eckoh before 6 August 2003, no adverse change in the business, financial trading
position or profits or assets or prospects of any member of the Wider Eckoh
Group having occurred which would be material to the Wider Eckoh Group as a
whole, including without limitation a material reduction in Eckoh's cash
reserves.



Eckoh reserves the right to waive, in whole or in part, all or any of the above
conditions apart from conditions (a), (b) and (c) provided that it shall waive
condition (l) only at the direction of Intelliplus and provided further that
Intelliplus shall not direct that Eckoh invokes condition (l) so as to cause the
Offer to lapse unless circumstances have arisen as referred to in condition (l)
which are, in the opinion of the Panel, of material significance to Intelliplus
in the context of the Offer.



If Eckoh is required by the Panel to make an offer for Intelliplus Shares under
the provisions of Rule 9 of the Code, Eckoh may make such alterations to the
above conditions, including condition (a), as are necessary to comply with the
provisions of that Rule.



The Offer will lapse unless the conditions set out above (other than condition
(a)) are fulfilled or (if capable of waiver) waived by Eckoh no later than 21
days after whichever is the later of the First Closing Date or the date on which
the Offer becomes or is declared unconditional as to acceptances, or such later
date as the Panel may agree. Eckoh shall be under no obligation to waive or
treat as satisfied any of the conditions (d) to (l) by a date earlier than the
latest date specified above for the satisfaction thereof notwithstanding that
the other conditions of the Offer may at such earlier date have been waived or
fulfilled and that on such earlier date there are no circumstances indicating
that any of such conditions may not be capable of fulfilment.



The Offer will lapse if the acquisition of Intelliplus is referred to the
Competition Commission before 3.00 p.m. on whichever is the later of the First
Closing Date or the date on which the Offer becomes or is declared unconditional
as to acceptances, whichever is the later, or such later date as the Panel may
agree. In such circumstances, the Offer will cease to be capable of further
acceptance and persons accepting the Offer and Eckoh shall thereupon cease to be
bound by acceptances delivered on or before the date on which the Offer so
lapses.



This Offer will be governed by English law and be subject to the jurisdiction of
the English courts and to the conditions set out below and in the formal Offer
Document and related Form of Acceptance.





APPENDIX II



Definitions



The following definitions apply throughout this announcement unless the context
requires otherwise:


"Act"                               the Companies Act 1985 (as amended)
"Admission"                         the admission of the New Eckoh Shares to trading on AIM becoming
                                    effective in accordance with the AIM Rules
"AIM"                               the Alternative Investment Market of the London Stock Exchange
"AIM Rules"                         the AIM Admission Rules published by the London Stock Exchange
"Announcement Date"                 the announcement of the Offer made today by Eckoh in accordance with Rule
                                    2.5 of the Code
"Australia"                         the Commonwealth of Australia, its states, territories and possessions
"BT"                                includes BT Group Plc and its trading subsidiaries and divisions
"business day"                      a day (other than a Saturday) on which banks are generally open for
                                    business in London
"Canada"                            Canada, its provinces and territories and all areas subject to its
                                    jurisdiction and any political sub-division thereof
"Circular"                          the Circular to be issued by Eckoh to Eckoh Shareholders in connection
                                    with the Offer, and to Intelliplus Shareholders for information purposes
                                    only
"Closing Price"                     the closing middle market price per share on 5 August 2003 as derived
                                    from the Daily Official List
"Code"                              The City Code on Takeovers and Mergers as amended or interpreted from
                                    time to time by the Panel
"Daily Official List"               the Daily Official List of the London Stock Exchange
"Eckoh"                             Eckoh Technologies plc (registered in England under number 3435822)
"Eckoh Directors" or "Eckoh Board"  the directors of Eckoh
"Eckoh Group"                       Eckoh and its subsidiary and associated undertakings
"Eckoh Shareholders"                holders of Eckoh Shares
                                    ordinary shares of 2.5 pence each in the capital of Eckoh

"Eckoh Shares"
"Enlarged Group"                    the Eckoh Group as enlarged by the acquisition of Intelliplus
"Escrow Agent"                      Capita IRG Plc, as escrow agent for the purposes of the Offer (as defined
                                    in the CREST manual issued by CREST)


"Evolution Beeson Gregory"          Evolution Beeson Gregory Limited
"Extraordinary General Meeting"     the meeting of Eckoh Shareholders to be set out in the Circular
"First Closing Date"                the date falling 21 days after the posting of the Offer Document
"Form of Acceptance"                the form of acceptance, authority and election for use in connection with
                                    the Offer accompanying this document and "Forms of Acceptance" shall be
                                    construed accordingly
"Freecom"                           Freecom.net GB plc
"FSA"                               The Financial Services Authority
"Grant Thornton Corporate Finance"  Grant Thornton Corporate Finance
"Intelliplus" or "Company"          Intelliplus Group plc
"Intelliplus Directors", "          the directors of Intelliplus
Intelliplus Board" or "Board"
"Intelliplus Group"                 Intelliplus and its subsidiary and associated undertakings and, where the
                                    context admits, each of them
"Intelliplus Shareholders"          holders of the Intelliplus Shares
"Intelliplus Share Option Scheme"   the  Intelliplus Group Enterprise Management Incentive Scheme for the
                                    benefit of employees of Intelliplus and its subsidiaries set up on 18
                                    July 2002
"Intelliplus Shares"                the existing unconditionally allotted or issued and fully paid ordinary
                                    shares of 1p each in Intelliplus and any further such shares which are
                                    unconditionally allotted or issued before the date on which the Offer
                                    closes (or such earlier date, not being earlier than the date on which
                                    the Offer becomes or is declared unconditional as to acceptances, as
                                    Eckoh may, subject to the Code, decide) including any such shares
                                    unconditionally allotted or issued upon the exercise of options granted
                                    under the Intelliplus Share Option Scheme
"London Stock Exchange"             London Stock Exchange plc

"member account ID"                 the identification code or number attached to any member account in CREST
"New Eckoh Shares"                  the Eckoh Shares to be issued, credited as fully paid, pursuant to the
                                    Offer
"Notice of Extraordinary General    the notice of the Extraordinary General Meeting which is to be set out at
Meeting" or "Notice of EGM"         the end of the Circular
"Offer"                             the recommended Offer to be made by Evolution Beeson Gregory on behalf of
                                    Eckoh to acquire all of the issued and to be issued share capital of
                                    Intelliplus subject to the terms and conditions set out in the Offer
                                    Document and in the Form of Acceptance and, where the context requires,
                                    any subsequent revision, variation, extension or renewal thereof
"Offer Period"                      the period commencing on (and including) 6 August 2003, and ending on the
                                    First Closing Date or, if later, on the date on which the Offer becomes
                                    or is declared unconditional as to acceptances or lapses
                                    the document setting out the details of the Offer

"Offer Document"
"Official List"                     Official List of the UK Listing Authority
"Option Holders"                    the holders of options or awards under the Intelliplus Share Option
                                    Scheme or other option to subscribe for Intelliplus Shares
"Overseas Shareholders"             Intelliplus Shareholders not resident in the UK, or who are citizens,
                                    residents or nationals of jurisdiction outside the UK, or who are
                                    nominees of, or custodians or trustees for, citizens, residents or
                                    nationals of other countries
"Panel"                             The Panel on Takeovers and Mergers
"Phone Express"                     Phone Express Limited, a wholly owned subsidiary of Eckoh
"Regulatory Information Service"    any of the services set out in Schedule 12 to the listing rules of the UK
                                    Listing Authority
"Resolutions"                       the resolutions set out in the Notice of Extraordinary General Meeting
"subsidiary" or "subsidiary         have the meanings given to them by the Act
undertaking" or "associated
undertaking"
"Symphony Telecom" or "Symphony"    Symphony Telecom Limited, a wholly owned subsidiary of Eckoh
"UK"                                the United Kingdom of Great Britain and Northern Ireland
"UK Listing Authority"              the Financial Services Authority in its capacity as the competent
                                    authority for the purposes of Part VI of the Financial Services and
                                    Markets Act 2000
"United States" or "USA"            the United States of America, its territories and possessions or areas
                                    subject to its jurisdiction, any state of the United States of America
                                    and the District of Columbia
"US person(s)"                      as defined in Regulation S promulgated under the US Securities Act
"US Securities Act"                 The United States Securities Act 1933 (as amended)
                                    Eckoh and its subsidiary undertakings, associated undertakings, and any
                                    other undertaking or partnership or company in which Eckoh and such
"Wider Eckoh Group"                 undertakings (aggregating their interests) have a substantial interest.
                                    For the purposes of this paragraph "undertakings" has the meaning given
                                    by the Act and "substantial" means a direct or indirect interest in 20
                                    per cent. or more of the equity share capital (as defined in that Act) of
                                    any undertaking)
"Wider Intelliplus Group"           Intelliplus and its subsidiary undertakings, associated undertakings, and
                                    any other undertaking or partnership or company in which Intelliplus and
                                    such undertakings (aggregating their interests) have a substantial
                                    interest. For the purposes of this paragraph "undertakings" has the
                                    meaning given by the Act and "substantial" means a direct or indirect
                                    interest in 20 per cent. or more of the equity share capital (as defined
                                    in that Act) of any undertaking)






                      This information is provided by RNS
            The company news service from the London Stock Exchange