Proposed Acquisition

Trakm8 Holdings PLC
09 May 2006



                                         
                                                                    9th May 2006
                              
                               TRAKM8 HOLDINGS PLC
                          ("Trakm8" or "the Company")
                                        
                 
          Proposed acquisition of Interactive Projects Limited ("IPL")
                           


The Company today announced that is in discussion with the shareholders of IPL
("Vendors") in relation to the potential acquisition of the entire issued share
capital of IPL ("IPL Shares"). The proposed consideration for the IPL Shares is 
£100,000 cash and 446,428 Ordinary Share giving an implied value of £ 702,667.80 
as at 8th May 2006, based on a Trakm8 share price of 135p on 8 May 2006, the last 
business day before the announcement of the proposed acquisition. The cash 
component shall be payable upon acceptance by the Company of the Vendors offer
("Completion") and the remainder to be satisfied by the allotment and issue of 
446,428 Ordinary Shares to the Vendors on 29 November 2006 (subject to the 
Company withholding such number of Ordinary Shares, if any, in accordance with 
the terms of the proposed agreement, in satisfaction of the whole or part of 
any claim by the Company against the Vendors in connection with the proposed 
agreement).

In view of the interests of some of the Directors in IPL (details of which are
set out below) the prior approval of Shareholders is required pursuant to
section 320 of the Companies Act 1985 before the Company may enter into an
arrangement whereby the Company acquires or is to acquire the IPL Shares.


Reasons for the proposed acquisition of IPL

IPL is a research and development company that focuses on the development of
broader telematics technology and applications. Historically the Company has had
a close relationship with IPL. The first Trakm8 branded product, known as the
'Trakm8 1' was developed within IPL.

The Company continues to licence some of its intellectual property from IPL
which the Company uses in relation to applications for vehicle tracking and
vehicle security markets. The Company also has a maintenance agreement and
secondment agreement with IPL. Under the maintenance agreement IPL provides
agreed support and maintenance services for those products and product
components used by the Group which have been designed, developed, produced or
supplied by IPL. Under the secondment agreement IPL provides the services of
certain IPL employees to the Company.

The Company believes that the proposed acquisition will considerably strengthen
its ability to develop new products and will open access to the non-vehicle
tracking markets which have to date been prevented. In addition the acquisition
will achieve some operational economies of scale and result in limited cost
savings from integration of technical, production and finance activities.

In summary, given the interrelationship between the Company and IPL and their
continued association under the intellectual property licence agreement,
maintenance agreement and secondment agreement, the Directors consider that the
acquisition of the IPL Shares will serve to further protect these important
aspects of the Company's business and offer additional opportunities for the
future.


Directors' interests

The interests of the Directors (including the interests of their spouses and
infant children and the interests of any persons connected with them within the
meaning of Section 346 of the Companies Act 1985), all of which are beneficial,
in the issued share capital of IPL are as at the date of this document and will
be at the date of the EGM as set out in the table below.

The table below also sets out the consideration by way of cash and the allotment
and issue of Ordinary Shares that will be received by each Director in relation
to the sale of their IPL Shares to the Company.



Director             Number of IPL       % of   Consideration:   Consideration:
                       Shares Held  IPLShares            Cash         Ordinary
                                         Held                           Shares
Adrian Richard 
   Dowding White             8,414        8.4%         £8,414           37,562
Cary Paul Knapton           18,213       18.2%        £18,214           81,311
Matthew William Cowley       9,137        9.1%         £9,137           40,790
Timothy Adam Cowley          8,995        9.0%         £8,995           40,156
Timothy Paul Couling           Nil        Nil             Nil              Nil
Timothy David Douglas Evans    Nil        Nil             Nil              Nil
Dawson Buck                    Nil        Nil             Nil              NIl


In addition, Richard White and Tim Cowley are directors of IPL.

Following shareholder approval and Completion of the proposed transaction:

   • Richard White, who is currently non-executive Chairman of both the
     Company and IPL, will have these roles consolidated into a role as
     non-executive Chairman of the Company. His appointment terms with the
     Company will remain unchanged.

   • Timothy Cowley, who is currently an executive director of IPL and
     non-executive director of the Company, will have these roles consolidated
     into a role as an executive director of the Company. His terms of
     appointment will otherwise remain unchanged.

   • All other directors of IPL will resign from the IPL board with immediate
     effect.



Lock-in arrangements

The shareholders of IPL have agreed not to sell, transfer or otherwise dispose
of the Ordinary Shares to be received as part of the consideration for IPL
without the consent of Arbuthnot Securities Limited ("Arbuthnot"), the Company's
nominated adviser, other than in certain specified circumstances, for a period
of 12 months from the proposed date of issue of the consideration shares, being
29 November 2006.


Financial summary

IPL's financial year runs from April to March and is the same as the Trakm8
Group. IPL has not prepared audited accounts and has historically taken
advantage of the special provisions of Part VII of the Companies Act 1985
relating to small companies. The Company intends that following completion of
the acquisition IPL's accounts will be audited as part of the Company's group
accounts for the year to 31 March 2007.

IPL's unaudited profit & loss account for the 12 months ended 31 March 2006 show
a pre-tax loss for the period of £75,073 and the accumulated losses for the
financial years 2004 and 2005 were £108,000. Following completion of the
acquisition the Company would intend to utilise these losses in due course.

As at 31 March 2006 the unaudited balance sheet net asset value of IPL was
£37,270.

The Company currently accounts for approximately 85% of IPL's turnover,
including licence fees payable under the terms of a licence agreement. As at 31
March 2006 there was no significant outstanding trade debtors and all creditors
were paid up to date. There are no disputed items.

IPL entered into two loan agreements in January 2003 and February 2005 with the
National Westminster Bank Plc ("NatWest"). Each loan was for £125,000 and are
guaranteed by the Secretary of State under the Small Firms Loan Guarantee
Scheme. The term of each loan is 7 years with interest payable quarterly and
repayments to be made by equal monthly instalments. As at 31 March 2006 the
amount outstanding under these loans was £174,107. NatWest has confirmed to IPL
and the Company that the proposed acquisition of the IPL Shares by the Company
will not affect the terms of the loans.


Proposed share purchase agreement available for inspection

A copy of the proposed share purchase agreement in relation to the IPL Shares
will be available for inspection at the offices of Lawrence Graham LLP, 190
Strand, London WC2R 1JN during normal business hours on any weekday (Saturday
excepted) from the date of this circular until close of the EGM, and at the
place of the EGM for at least 15 minutes prior to and during the EGM.


Extraordinary General Meeting

The EGM has been convened for 10 a.m. on Friday 26th May 2006 at the Company's
offices, Lydden House, Wincombe Business Park, Shaftesbury, Dorset. SP7 9UJ at
which the resolution set out in the notice of EGM will be proposed to approve
the proposed acquisition. The resolution will be proposed as an ordinary
resolution.


Recommendation

Tim Couling, Tim Evans and Dawson Buck, being Directors who do not have an
interest in the issued share capital of IPL (the "Independent Directors"),
consider, having consulted with Arbuthnot, that the terms of the proposed
transaction are fair and reasonable insofar as the Company's shareholders are
concerned. Accordingly the Independent Directors recommend that shareholders
vote in favour of the resolution to be proposed at the EGM. In providing their
advice Arbuthnot has relied on the Independent Directors' commercial assessment
of the acquisition.

A circular containing the details of the proposed acquisition of IPL and
convening the EGM is expected to be posted to Shareholders as soon as 
practicable.

                                     -ends-


For further information please contact:
 Trakm8 Holding plc
Tim Couling, Finance Director                    01747 858 444


Tavistock Communications
Christian Taylor-Wilkinson                       020 7920 3150







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