Telecom Acquisitions
365 Corporation PLC
5 October 2000
365 CORPORATION PLC CONTINUES THE RAPID GROWTH OF ITS BUSINESS DIVISION
THROUGH THREE TELECOMS ACQUISITIONS
FOR AN AGGREGATE CONSIDERATION OF UP TO £4.62m.
365 Corporation plc, the digital media and communications company, today
announces that it has acquired the whole of the share capital of
Systematic Telecoms Limited (Systematic) for a consideration of up to
£2.72m payable in cash and shares. It has also acquired the assets of the
Essential Voice and Data partnership (EVD), and increased to 100% its
holding of Essential Network Solutions Limited (ENS) for a consideration
of up to £1.9 million payable in cash and shares.
Systematic
Based in Uckfield, Sussex, Systematic is a long established supplier and
maintainer of telephone systems whose unaudited accounts for the ten
months to 31st August 2000 show a turnover of £2,045,000 and a net profit
of £246,577. The company will add considerable strength to the hardware
capabilities of the Business Services Division, whilst providing a large
and established customer base to which 365 can sell additional products
and services. The acquisition will further extend the large geographic
coverage of 365's UK operations
The initial consideration for Systematic is to be satisfied by the payment
of £1.3m in cash and the issue of 350,000 new 365 ordinary shares of 0.25p
each. Further consideration of up to a total of 350,000 ordinary shares of
0.25p each may be payable dependent on the share price of 365 in 12 and 18
months time respectively. In addition, the vendors may earn up to a
further £1m of consideration if the pre-tax profits of Systematic exceed
specified targets for each of the years 2001 and 2002. 60% of this
additional consideration is payable by the issue of shares in 365
Corporation plc and the remainder in cash.
As part of the acquisition, the founders of Systematic, Michael Carroll
and John Penny, will be joining 365's subsidiary, Symphony Telecom, under
new long-term service agreements.
The audited accounts for Systematic for the year ended 31 October 1999,
showed net assets of £2,884 and net profit of £3,749 before tax.
Essential
Essential Network Solutions Limited ('ENS') is a joint venture company
owned by its senior management (50%) and 365's subsidiary, Symphony
Telecom Limited (50%) whilst Essential Voice and Data ('EVD') is a
partnership operated by its founders, John Donnohoe and Clifford Smith.
EVD's turnover for the 12 months to 31 July 1999 was £948,508 and that of
ENS for the 12 months to 31 March 2000 was £152,455. The companies provide
a wide range of fixed-line voice and data services to businesses and
consumers in the UK.
The initial consideration for ENS and EVD will be satisfied by the issue
of 625,000 new 365 ordinary shares of 0.25p and the payment of £700,000 in
cash. Further consideration of up to a total of 625,000 ordinary shares of
0.25p each may be payable dependent on the share price of 365 in 12 and 18
months time respectively. In addition, the vendors may earn up to a
further £450,000 of consideration dependent upon growth in monthly revenue
the vendors achieve as employees of 365. This additional consideration
is payable as either cash or shares or a combination of the two.
EVD's co-founders, John Donohoe and Clifford Smith and the director of
ENS, Trevor Weare, are to enter into long term service agreements with
Symphony Telecom Limited to ensure the effective integration and
development of EVD and ENS.
Commenting on the acquisitions, Dan Thompson, Chief Executive Officer of
365, said:
'We are delighted with the acquisition of Systematic and their established
customer base. This will further extend our geographic coverage in the
South East and will allow us to offer additional products and services to
Systematic's existing and future customers.'
'We are also pleased and excited to welcome Essential into the 365 Group.
Their high end CTI (Computer Telephony Integration) expertise will be
invaluable to our Business Division's ability to meet our customer's ever
growing requirements for integrated voice and data solutions.'
'Both agreements underpin our strategy to take full control of those key
companies with which we have had strong alliances in the past.'
Enquiries:
365 Corporation plc Tel: 020 7505 7800
Martin Turner, Finance Director www.365corp.com
Financial Dynamics Tel: 020 7831 3113
Fiona Meiklejohn fiona.meiklejohn@fd.com
Ben Atwell ben.atwell@fd.com
NOTES FOR EDITORS
365 Corporation plc (www.365corp.com)
Consumer Division
365's consumer division provides high quality digital content across
three different categories - lifestyle, sport and entertainment. Each of
these in turn, have several different content services, which are
accessible to consumers on a multi platform basis (Internet, mobile
phone, fixed line, TV, PDA etc).
my365.com - www.my365.com, a one stop shop which reflects the best of the
passion centers and provides a consumer hub which readers can personalize
according to their interests. It also offers network-wide communication
services and products.
* Sport
Football - www.football365.com (English), www.futbol365.com (Spanish),
www.football365.fr (French). www.soccer365.com (North American soccer
biased content), international.football365.com - a dedicated service,
covering international football.
Cricket - www.cricketline.com (a leading site for International cricket),
www.cricinfo365.com (daily e-mail publication in joint venture with
CricInfo)
Rugby - www.planet-rugby.com, a market leading online rugby resource
including breaking news and unique statistics, www.rugby365.com (produced
in four language versions - English, French, Spanish, Afrikaans),
www.rugbyrugby.com (North American rugby website).
Racetips - www.racetips365.com, a site dedicated to Horse Racing giving
the inside track on news, form and the horses to follow).
Formula - www.planet-f1.com (English) www.francais planet-f1.com
(French), www.deutsch.planet-f1.com (Dutch), www.espanol.planet-f1.com,
(Spanish),italiano.planet-f1.com (Italian), website featuring news,
features and a searchable archive of every race in F1 history.
Sports Overview - www.sportszine.co.uk - complete guide to sport on the
Internet through a searchable database of over 40,000 individually
reviewed websites, www.sportonair.com - UK's first dedicated sports audio
website with hourly news, features and interviews, www.livesport.com -
multi-sport website.
* Entertainment
Music - www.music365.com (English), www.music365.fr (French).- reviews of
albums and singles, interviews with artists and personalities and topical
stories, on-line chat forum, on-line shopping facilities for concert
tickets, CDs and videos.
Competitions - www.win365.co.uk - a cross-platform competition based
product.
Games - www.trivia365.com - a network of live, multiplayer trivia games
where users can compete in real time against anyone else in the world on
a variety of topics including television, education, history,
entertainment and sport and win prizes.
365Television - www365television.com, the first production, a documentary
on boxer Mike Tyson's UK fight, was commissioned by BBC Choice and
recently aired on BBC Choice and BBC2.
* Lifestyle
Companionship - www.personals365.com, an on-line companionship product,
www.theswitch.co.uk, a multi-platform product using the web and telephone
for chat.
Future - www.future365.com - a site dedicated to covering the past,
present and future
Gardening - www.gardening365.com
Gay - www.gay365.com
Advisory services - telephone-based services to users. 365 provides
telephone lines and systems and Infogenie procures the advisory services,
currently for legal services and veterinary services.
Business Division (www.symphony.com)
365 acquired its Business Division as part of the purchase of Symphony
Telecommunications plc (Symphony Telecom) in February 1999. Its focus is
to act as a 'one-stop-shop' and single point of contact for all of its
customers' communications requirements. Increasingly, this includes the
provision of internet-related applications and solutions. With its head
offices in Hemel Hempstead, England, it continues to trade under the
Symphony brand.
www.business365.co.uk - designed to give SME's within the UK quick and
easy access to the facts and communication services they need to help run
their business. Business365 draws on Symphony's resources to provide
independent, interactive business solutions.
Telephone systems - 365 sells and maintains a range of telephone systems
and related solutions.
Fixed-line resale - 365 provides branded fixed line telecommunications
services and choses to route traffic over a selection of blue chip
carriers including Energis and Viatel. It also provides non-geographic
numbers (premium, national and local rates) and routes ISDN traffic
Mobiles - 365 sells mobile handsets, airtime and ongoing support to SME's
via the Cellnet or Vodafone mobile networks.
Internet services - 365's internet products include network access
devices, ISDN-2-dial-up, web hosting and web design services