Telme.Com PLC
16 November 2000
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.
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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