TELME.COM PLC (the 'Company')
Acquisition of GB Mailing Systems Limited ('GB')
Agreement of Final Element of Deferred Consideration
Further to the announcement made by the Company on 25 September 2000 in respect of the payment of the initial element of deferred consideration pursuant to the acquisition of GB, the Company announces that it has agreed with the vendors of GB that the final element of deferred consideration for the acquisition be paid and satisfied through the issue of shares.
The final element of the earn out of the deferred consideration amounts to £578,000 and will be satisfied by the allotment and issue of 1,302,388 new ordinary shares. The issue price of the new shares is 44.38 pence per share, being the average price of the Company's shares for the 28 days preceding the determination of this element of the earn out amount, and is in accordance with the mechanism set out in the acquisition agreement for GB. Application has been made to the UK Listing Authority and the London Stock Exchange for the new ordinary shares to be admitted to the Official List. Such admission is expected to take place and dealings to commence on 21 November 2000.
Background Information:
GB, a Database Management and Customer Relationship Management (CRM) company was acquired by TelMe.com plc in July 1998. The initial consideration for the acquisition was £5 million, which was satisfied with a mixture of shares and cash. Under the acquisition agreement, deferred consideration was payable two years after the date of the acquisition subject to performance.
An agreed initial earn out amount of £3.4 million of the deferred consideration was satisfied in September 2000 by the issue of 6,172,575 new ordinary shares and the payment of £21,750 in cash to cover vendors' expenses. At that time, it was announced that additional earn out up to a maximum of £0.6 million might also be paid out under the acquisition agreement. However, this payment was subject to further discussions between the Company and the Vendors of GB.
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For further information, please contact:
TelMe.com plc
Graham Ramsey 020 7240 2640
Richard Law 0151 608 0205
Golin/Harris Ludgate
Richard Hews 020 7253 2252
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