Acquisition

TMT Group PLC
09 February 2006

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invitation to subscribe for, underwrite or otherwise acquire, or any
solicitation of any offer to purchase or subscribe for, securities including in
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This announcement does not constitute an offer of securities for sale in the
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offering of securities of is being made in the United States.


                     TMT Group plc ('TMT' or the 'Company')

                 Proposed Acquisition of Mobile Tornado Limited

                       Waiver of Rule 9 of the City Code

Conditional Placing of new ordinary shares at a price of 16p per share to raise
                           £870,000 (before expenses)

              Proposed change of name to Mobile Tornado Group plc

      Publication of Admission Document and Re-Admission to Trading on AIM


The Company today announces that is has conditionally agreed to acquire Mobile
Tornado.  Mobile Tornado, which has grown rapidly since its establishment in
early 2004, is a provider of next generation instant messaging solutions which
serve the market of mobile data services in the mobile communication industry.

Defined terms used in this announcement have the meanings given to them as set
out in the appendix to this announcement.

The consideration for the Acquisition is to be satisfied by the issue of New
Ordinary Shares in the Company to the Vendors, credited as fully paid, valuing
Mobile Tornado at £12.8 million at the Placing Price of 16p and £17.4 million at
the price at which the Company's shares were suspended on 19 August 2005, being
21.75p.

In connection with the Acquisition, the Company has raised, pursuant to the
placing through Corporate Synergy Plc, the Company's nominated adviser and
broker, £870,000 (before expenses) through the conditional allotment of
5,437,500 Placing Shares to certain institutional and other investors. The
proceeds of the Placing will be used to provide the Enlarged Group with
additional working capital and, to the extent that in excess of £870,000 is
raised (before expenses), the balance would be applied towards the acceleration
of the implementation of Mobile Tornado's strategy.

The size of Mobile Tornado in relation to the Company and the new direction of
the business of the Enlarged Group, means that the Acquisition is considered to
be a ''reverse takeover'' for the purposes of the AIM Rules. In addition, the
issue of the Consideration Shares will require a waiver of Rule 9 of the City
Code as certain of the Vendors are deemed to be acting in concert for the
purposes of the City Code and would otherwise be required to make a mandatory
bid for the entire issued share capital of the Company. Accordingly, the
Acquisition and the waiver by the Panel of the application of Rule 9 require the
approval of the independent shareholders of TMT. In addition, the Directors will
seek shareholders' approval to change the Company's name on Completion to ''
Mobile Tornado Group plc'' to reflect the effect on the Company of the
Acquisition.

Christopher Akers, Non-executive Chairman, commented:

'We are pleased to announce the acquisition of Mobile Tornado Limited which is
very much the sort of acquisition we were hoping to secure when we took TMT to
AIM in July 2004. I look forward to working with the Mobile Tornado team and
assisting in maximising the growth opportunities available to the business.'

John Swingewood, Proposed Executive Chairman of Mobile Tornado Group plc, said,
'Our proven technology, global distribution arrangements and growing number of
deployments place us at the forefront of a potentially enormous global market.'


Timetable of Principal Events

Publication of the Admission Document                            9 February 2006

Extraordinary General Meeting                         11.00 a.m. on 6 March 2006

Completion of the Acquisition                                       7 March 2006

Admission effective and commencement of dealings on 
AIM in the New Ordinary Shares                                      7 March 2006


For further information please contact:

Chris Akers, Non-Executive Chairman, TMT: 0207 399 4250

John Swingewood, Proposed Chairman, Mobile Tornado: 0208 104 1961

Tom Allison, Alex Money, The Company Agency: 0207 670 7400

John Prior, Romil Patel, Corporate Synergy Plc: 0207 448 4400


Introduction and Background

TMT Group plc was established in May 2004 to acquire one or more businesses or
interests in businesses within the technology, media and telecommunications
sector.

In July 2004, the Company raised £1.1 million through a placing of 3,437,500
Ordinary Shares to allow the Directors to carry out due diligence on potential
acquisition targets, meet the professional costs associated with any acquisition
and fund the initial working capital requirements of the Company. The Company's
Ordinary Shares were admitted to trading on AIM on 16 July 2004.

The Directors believe that Mobile Tornado is a suitable acquisition for the
Company and falls within the Company's strategy outlined at the time of its
admission to AIM. Following Admission, the Company's business will become that
of Mobile Tornado.

Reasons for the Acquisition

Mobile Tornado is a provider of next generation instant messaging solutions to
mobile operators and enterprises. Mobile Tornado's proprietary technology allows
mobile operators to offer 'walkie-talkie' and instant messaging services to
their customers. These services have proved highly popular in the US, where
Sprint/Nextel leads the way.  Mobile Tornado's technology supports similar
services on GSM, CDMA,WiFi and internet  networks worldwide and is distributed
by Nortel Networks Limited and Alcatel CIT amongst others. To date the
technology has been sold to 10 networks around the world, including Chinese
mobile operators.

The Directors and the Proposed Directors therefore believe that the Acquisition
represents an opportunity to acquire a business which has the potential to grow
significantly in the future.

Details of the Acquisition

The Company has conditionally agreed to acquire the entire issued and to be
issued share capital of Mobile Tornado (other than the shares in Mobile Tornado
which the Company will own prior to completion as a result of the conversion of
its loan stock holding) pursuant to the Acquisition Agreement. The total
consideration to be paid to the Vendors will be satisfied by the allotment and
issue of the Consideration Shares at Completion.

The Consideration Shares will rank pari passu in all respects with the Existing
Ordinary Shares.

The Acquisition is conditional, inter alia, on:

  • the passing at the EGM of the Resolutions numbered 1 and 2 in the notice
    of EGM, with Resolution 2 to be taken on a poll by the independent
    shareholders of the Company;

  • the Placing Agreement becoming unconditional (save for the condition
    relating to Admission) and not having been terminated in accordance with its
    terms prior to Admission; and

  • Admission.


Change of Name

In order to reflect the new trading business of the Company following completion
of the Acquisition, it is proposed to change the name of the Company to Mobile
Tornado Group plc. This proposal will be put to Shareholders at the EGM.

Details of the Placing

The Placing comprises up to 20,312,500 New Ordinary Shares. As at the date of
this announcement Corporate Synergy has conditionally placed 5,437,500 New
Ordinary Shares on behalf of the Company at the Placing Price to raise £870,000
before expenses. These 5,437,500 New Ordinary Shares, represent the minimum that
is required to be raised under the Placing and the Placing is not conditional on
any further New Ordinary Shares being issued.

The minimum amount to be raised under the Placing will be used to finance the
working capital commitments of the Enlarged Group. To the extent any further
sums are raised in the Placing these will be used to further augment working
capital and accelerate the implementation of Mobile Tornado's strategy.

The Placing Shares will rank pari passu with the Existing Ordinary Shares and
the Consideration Shares including the right to receive all dividends and other
distributions declared, paid or made after the date of their issue.

The Placing is conditional on, inter alia:

  • the passing of the Resolutions numbered 1 and 2 set out in the notice of
    EGM;

  • the Placing Agreement becoming unconditional (save for any condition
    relating to Admission) and not being terminated in accordance with its terms
    prior to Admission; and

  • Admission becoming effective no later than 8 a.m. on 7 March 2006 (or such
    later time and date being not later than 8 a.m. on 14 March 2006 as
    Corporate Synergy and the Company may agree).


Loan Facility and Warrants

The Company has entered into the Loan Facility with Peter Wilkinson, John
Swingewood and Jeremy Fenn (the ''Lenders''), all of whom are currently
Shareholders in Mobile Tornado and will therefore be issued New Ordinary Shares
pursuant to the Acquisition.

Pursuant to the Loan Facility, which is conditional upon Admission the Lenders
have, together committed to providing the Company with a loan of up to £400,000
for working capital purposes. In connection with the Facility Agreement, the
Company will grant to the Lenders, conditionally upon Admission, Warrants over 2
million Ordinary Shares, exercisable at 20 pence per share at any time in the
three years following Admission.

Admission to AIM

Application will be made to the London Stock Exchange for all of the Existing
Ordinary Shares, the Placing Shares and the Consideration Shares to be admitted
to trading on AIM. Admission is expected to become effective and trading in the
Ordinary Shares to commence on 7 March 2006.

Copies of the Admission document will be on display and are available from the
offices of Corporate Synergy Plc, 30 Old Broad Street, London EC2N 1HT, from the
date of this announcement to the date ending two months from the date of
Admission.



APPENDIX

Directors and Proposed Directors

On Admission, Rodger Sargent will resign as a Director and Company Secretary and
the Proposed Directors will be appointed. Christopher Akers will stand down as
Chairman but will continue to be a Non-Executive Director. Mark Hughes will also
become Company Secretary at Admission. Details of the Proposed Directors are set
out below:

Proposed Directors:

John Swingewood (Proposed Executive Chairman), aged 50, co-founded both Digital
Interactive Television Group Limited and The Gaming Channel Limited in 2001 both
of which were sold to YooMedia plc in December 2004. John is currently deputy
chairman of YooMedia plc. Previously, John was responsible for launching
interactive TV sports betting whilst director of New Media at BSkyB plc. Before
joining Sky, he held a number of positions at British Telecommunications plc
including director of Internet and Multimedia, and general manager, Broadcast TV
Services. John was previously a director and chief technology officer of
InTechnology plc. On 9 February 2006 John Swingewood entered into a consultancy
agreement with the Company which conditional on Admission, provides for him to
act as Executive Chairman of the Company on a part-time basis for a salary of
£120,000 per annum which may be terminated by either party giving 12 months'
notice.

Jorge Pinievsky (Proposed Chief Operating Officer), aged 46, is the original
developer of the Mobile Tornado technology and brings over 20 years of
management and marketing experience to Mobile Tornado. His extensive experience
includes previously serving as general manager at Terayon Communications, vice
president of business development at BATM Advanced Communications Limited, sales
director at NICE Systems, vice president of sales and marketing at Medilog, and
research and development engineer for Israel Aircraft Industries. Jorge joined
Mobile Tornado in February 2001. Jorge Pinievsky is employed by MT Labs Limited,
a wholly owned subsidiary of Mobile Tornado for an annual salary of £72,492. On
9 February 2006 Jorge Pinievsky entered into a letter of appointment with the
Company which, conditional on Admission, provides for him to act as Chief
Operating and Executive Director of the Company for no additional remuneration
and may be terminated by either party giving 12 months' notice.

Mark Hughes (Proposed Finance Director), aged 47, was commercial director of
both Digital Interactive Television Group Limited and The Gaming Channel Limited
when they were sold to YooMedia plc in 2001. Previously, he was commercial
director at New Media at BSkyB plc. Before joining Sky, he held a number of
general management positions at British Telecommunications plc during which time
he negotiated their involvement in the interactive television joint venture with
BSkyB plc and others. He is qualified as a chartered management accountant and
has held a number of financial controller positions whilst at British
Telecommunications plc. On 9 February 2006 Mark Hughes entered into a service
agreement with the Company which conditional on Admission, provides for him to
act as Finance Director for a salary of £120,000 per annum which may be
terminated by either party giving 6 months' notice.

Regarding disclosures for the Proposed Directors no further details are required
as per Schedule 4 of the AIM Rules.


Definitions


''Acquisition''          the proposed acquisition by the Company of Mobile Tornado pursuant to the
                         Acquisition Agreement

''Acquisition            the conditional agreement dated 9 February 2006 between the Company (1), the
Agreement''              Vendors (2) and Corporate Synergy relating to the Acquisition, a summary of the
                         principal terms and conditions of which is set out in paragraph 16.1.4 of Part VIII
                         of the Admission Document

''Admission''            admission of the Enlarged Share Capital to trading on AIM becoming effective in
                         accordance with Rule 6 of the AIM Rules


'Admission Document'     the admission document of the Company dated 9 February 2006 published in relation
                         to the Proposals

''AIM''                  the market of that name operated by the London Stock Exchange

''Board''                the board of directors of the Company from time to time

''CDMA'', ''CDMA 2000''  Code Division Multiple Access, an IS-95 based digital technology for delivering
''CDMA 1x'', and ''CDMA  mobile telephone services; it operates in the 800 and 1900 MHz frequency bands with
1xEVDO''                 primary markets in the Americas and Asia; CDMA 2000 (also known as IS-2000) is a 3G
                         technology; the first phase of CDMA 2000 is also referred to as CDMA 1x; CDMA
                         1xEVDO (Evolution-Data Optimized) supports downlink (Forward Link) data rates up to
                         3.1 Mbit/s and uplink (Reverse Link) rates up to 1.8 Mbit/s in a radio channel
                         dedicated to carrying high speed packet data

'City Code'              The City Code on Takeovers and Mergers

''Completion''           completion of the Acquisition and the Placing

''Consideration Shares'' the 78,130,096 New Ordinary Shares to be issued pursuant to the Acquisition

''Corporate Synergy''    Corporate Synergy Plc, nominated adviser and broker to the Company

''Directors''            the existing directors of the Company at the date of this document, whose names are
                         set out on page 5 of the Admission Document

''Enlarged Group''       the Company and its subsidiaries, including Mobile Tornado following Completion

''Existing Ordinary      the Ordinary Shares in issue on the date of the Admission Document
Shares''

''Extraordinary General  the extraordinary general meeting of the Company (or any adjournment thereof)
Meeting'' or ''EGM''     convened for 11 a.m. on 6 March 2006 to be held at the offices of Norton Rose by
                         the notice which is set out at the end of the Admission Document

''Loan Facility''        the loan facility agreement between the Company, Peter Wilkinson, John Swingewood
                         and Jeremy Fenn further described in paragraph 16.1.6 of Part VIII of the Admission
                         Document

''GSM'' and ''GSM EDGE'' Global System for Mobile Communications, a leading digital cellular system, which
                         uses narrowband TDMA; it offers high voice quality, where 8 simultaneous calls can
                         occupy the same radio frequency; originally a European standard for digital mobile
                         telephony, GSM has become the world's most widely used system; networks operate on
                         the 900 MHz and 1800 MHz waveband in Europe, Asia and Australia and on the MHz 1900
                         waveband in North America and in parts of Latin America and Africa; GSM EDGE is a
                         digital mobile phone technology which acts as a bolt-on enhancement to GSM
                         networks. EDGE is a superset to GPRS and can function on any network with GPRS
                         deployed on it (provided the carrier implements the necessary upgrades)

''London Stock           London Stock Exchange plc
Exchange''

''Mobile Tornado''       Mobile Tornado International Limited, a company registered in Ireland with
                         registered number 376578

''Mobile Tornado         the entire issued and to be issued share capital of Mobile Tornado, to be purchased
Shares''                 by the Company pursuant to the Acquisition Agreement

''New Ordinary Shares''  the Consideration Shares and the Placing Shares

''Ordinary Shares''      ordinary shares of 2p each in the capital of the Company

''Panel''                The Panel on Takeovers and Mergers

''Placing''              the conditional placing by Corporate Synergy on behalf of the Company of the
                         Placing Shares pursuant to the Placing Agreement

''Placing Agreement''    the conditional agreement dated 9 February 2006 between the Company (1), the
                         Directors and Proposed Directors (2), and Corporate Synergy (3) relating to the
                         Placing, details of which are set out in paragraph 16.1.5 of Part VIII of the
                         Admission Document

''Placing Price''        16p per Placing Share

''Placing Shares''       the up to 20,312,500 New Ordinary Shares to be issued pursuant to the Placing

''Proposals''            together the Acquisition, the Placing, the Waiver, the change of name of the
                         Company, the adoption of the New Share Option Plan and Admission

''Proposed Directors''   the proposed directors of the Company whose names are set out on page 5 of the
                         Admission Document

''Resolutions''          the resolutions of the Company set out in the Notice of Extraordinary General
                         Meeting at the end of the Admission Document


''Shareholders''         holders of Ordinary Shares

''UK''                   the United Kingdom of Great Britain and Northern Ireland

''Vendors''              the vendors of Mobile Tornado including those persons who may become shareholders
                         of Mobile Tornado following the date of the Acquisition Agreement as a result of
                         the conversion of any convertible securities in Mobile Tornado

''Waiver''               the conditional waiver by the Panel of the obligation of the Concert Party that may
                         otherwise arise under Rule 9 of the City Code to make a mandatory cash offer for
                         the issued Ordinary Shares not already owned by the Concert Party on Completion as
                         set out in Part I of the Admission Document

''Warrants''             the warrants to subscribe for 2,000,000 Ordinary Shares at 20p per share to be
                         issued to the providers of loan finance pursuant to the Loan Facility, details of
                         which are set out in paragraph 16.1.7 of Part VIII of the Admission Document


                                    - end -


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