Re Agreement

RTS NetWorks Group PLC 12 June 2001 RTS NETWORKS GROUP PLC ('RTS Networks' or 'Company') On 17 January 2001 RTS Networks, provider of next- generation e- and m-business solutions, announced that it had agreed the terms of a £1.5 million convertible loan facility with Robotic Technology Systems PLC ('Robotic Technology Systems'), its former parent company. As at 11 June 2001, £500,000 of this facility has been drawn down and the balance of the facility of £1 million has effectively been renegotiated as a subordinated loan, repayable by 31 December 2005. Interest on both facilities is payable at the rate of 2 per cent above the base rate of National Westminster Bank Plc. As part of the new loan arrangement, RTS Networks has issued warrants to Robotic Technology Systems to subscribe for 625,000 ordinary shares in the Company at an exercise price of 16 pence per share, representing a 10 per cent discount to the average mid market closing price for the 5 trading days ending on 8 June 2001. The warrants are exercisable now and until 10 June 2007 In addition, Advanced Robotics Foundation ('ARF') has agreed to purchase 9,523,809 RTS Networks shares from Robotic Technology Systems Group. On completion of the transaction, ARF will hold 15,703,812 RTS Networks shares, representing 16.6 per cent. Robotic Technology Systems PLC, through two wholly owned subsidiaries, will hold in aggregate 23,482,341 RTS Networks shares representing 24.8 per cent of the issued share capital of the Company. Bernard Fisher, Chairman of RTS Networks, commented: 'We are delighted that ARF have decided to take a larger shareholding in the Company which has allowed us to negotiate the facility so that £1 million becomes subordinated and is repayable in December 2005. This will facilitate the launch of a strategic alliance with Colony 101, a Swedish web and wireless technology company, to build and market an ambitious multi-channel platform' Phil Johnson, CEO Robotic Technology Systems, said, 'We are pleased that ARF has worked with us to facilitate this transaction and delighted that it has increased its interest in the company as it has been a great supporter of both RTS and RTS Networks. We believe the new loan facility, coupled with the reduction in our shareholding in the company to 24.8%, will provide a more flexible framework for RTS Networks to move forward.' Because of the size of Robotic Technology Systems' shareholding in the Company, the new loan agreement constitutes a related party transaction for the Company under the AIM Rules. It is the opinion of the directors of RTS Networks (excluding the two who are also directors of Robotic Technology Systems and therefore ineligible to vote), after consulting with the Company's Nominated Adviser, Brown, Shipley & Co. Limited, that the terms of the loan are fair and reasonable so far as shareholders of the Company are concerned. For further information please contact: RTS NetWorks Group PLC 020 7749 5000 Bernard Fisher, Chairman Square Mile BSMG Worldwide 020 7601 1000 Nick Oborne/Sally Lewis
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