Acquisition of Speedfacts

Embargoed: not to be released until 7.00am on Tuesday 3 January 2006 ToLuna plc ('ToLuna' or 'the Company') Acquisition ToLuna increases German presence with £2.06 million Speedfacts acquisition ToLuna, the pan-European provider of online panels and technology services to the market research industry, is pleased to announce the acquisition today of Speedfacts Gesellschaft für Online Research mbH ('Speedfacts'), a supplier of online panel services in Germany. In addition, ToLuna has entered into a five-year strategic cooperation agreement with the principal vendor, freenet.de AG ('Freenet'), one of the leading online service providers in Germany with approximately 7 million registered members, which will allow Speedfacts and ToLuna to access Freenet's user base for continuing recruitment of online panellists. The entire issued share capital of Speedfacts is being acquired from Freenet, Boris von Heesen (the managing director of Speedfacts) and Isila BV, for a total consideration of £2.06 million. The consideration is to be satisfied by the payment to the vendors of £1.91 million in cash and by the issue of 146,588 new ordinary shares in ToLuna. Based on the closing mid-market price of a ToLuna share on AIM on 30 December 2005, the consideration shares are valued at approximately £0.15 million. Speedfacts was founded in 2000 by Boris Von Heesen and from its incorporation worked closely with Freenet, its majority shareholder. Speedfacts recruits online panellists via Freenet and has approximately 57,000 active panellists in Germany. In the 12 months ended 31 December 2004, Speedfacts had audited revenues of € 438,000, audited earnings before interest and taxation of €87,000 and audited net liabilities of €103,907 on that date. Unaudited management accounts for the eleven months to 30 November 2005, show turnover of €891,000 and a profit before taxation of €360,000. The net assets to be acquired are expected to be approximately €45,000. The acquisition is expected to be earnings enhancing for ToLuna immediately. Application will be made by the Company for the Consideration Shares to be admitted to trading on AIM. It is expected that admission will become effective and that trading will commence on 10 January 2006. These shares will rank pari passu with the existing ordinary shares of ToLuna. Frederic-Charles Petit, Chief Executive of ToLuna, said: 'This acquisition gets the new year off to a flying start for ToLuna. Apart from being immediately positive for earnings, it is a big step in our strategy of covering the major European markets, giving us an immediate considerable presence in Germany together with an important cooperation with Freenet, one of Germany's leading online service providers. It is also consistent with the strategy, stated at the time of admission to AIM, of delivering excellence in client servicing by combining a strong local presence in Europe's largest markets with pan-European panel coverage.' Enquiries: ToLuna plc +33 (0) 6 33 08 03 91 Frederic-Charles Petit (Chief Executive) +44 (0) 7850 934 294 Simon Barrell (Finance Director) +44 (0) 20 7628 2200 John East & Partners Limited Simon Clements/John East Background note: ToLuna operates and builds online panels across Europe. It has designed and operates software to enable research to be undertaken online. ToLuna offers three core services to the market research industry: * access to its online panellists; * creation of dedicated online panels; and * the licensing of its own proprietary technology. The group operates across Europe with offices in London, Paris and following this acquisition Frankfurt.
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