Subsidiary Company Merger

Interregnum PLC
27 April 2005


RNS Announcement - 27 April 2005


                                INTERREGNUM PLC

       Subsidiary Company Announces Merger and Intention to Float on AIM

Interregnum plc ('Interregnum'), the technology merchant bank, announces today
that it has reached agreement to merge its subsidiary companies, Interregnum
Wireless Holdings Limited ('IWH') and Cellular Design Services Limited ('CDS')
with Red-M (Communications) Limited, with the intention of floating the combined
business on the Alternative Investment Market (AIM) in the first half of 2005.
The combined business will be named Red-M Group Limited ('Red-M').

This creation of one of the leading companies in secure wireless communications
marks a major advance in Interregnum's previously-declared strategy of acquiring
principal stakes in technology businesses where it is able to work directly with
management to influence their strategy and operations and, ultimately, generate
attractive returns for shareholders.

The principal business of Red-M is the provision of wireless security software
products and wireless design, implementation and consultancy services. These
offerings help organisations to plan and manage their networks, particularly by
monitoring and controlling wireless activity in the airspace in and around
buildings.

Red-M's core products comprise sensors and management software which generate
sales and licence revenue plus recurring annual support and maintenance fees.
Red-M's wireless consultancy, design and implementation services are sold on a
project basis with recurring revenues associated with maintenance and airspace
management services. Customers of Red-M include leading enterprises, government
departments, network operators and landlords such as BAA and T-Mobile.

The combined business will be well placed to address the fast-growing wireless
market through the provision of securely managed networks. It is estimated that
80 percent of critical business processes will use real time mobile data by 2010
(Gartner Group, April 2005) and that the broader segment of all WLAN mobile
devices will grow at a 300 percent CAGR between 2004 and 2008 (IDC 2004).
Forrester Research estimated that the number of European web-enabled phone users
would total 220 million by the end of 2004 with a 56 percent penetration rate,
compared to less than 1 million at the end of 1999.

The growth in wireless usage is accompanied by a proliferation of wireless
technologies such as GSM, 3G, WLAN, WiMAX, Bluetooth, and TETRA. This
convergence of computer and telephony wireless networking is increasing the
complexity of the wireless environment, leading to a greater need for secure,
shared infrastructure and optimal management of networks.

The new board of Red-M will include:

  • Michael McTighe (Chairman) is a non-executive director of Alliance &
    Leicester plc, chairman of Corvil Networks and a number of other technology
    companies, and was formerly Chief Executive of Global Operations at Cable &
    Wireless plc.

  • Karl Feilder (Chief Executive) was formerly the CEO of Red-M
    (Communications) Ltd. Karl is an expert in wireless technology and has a
    track record of developing software businesses. He co-founded Network
    Managers Ltd, which was sold to Microsoft in 1995.

  • Simon Saunders (Chief Technology Officer) was formerly the CEO of CDS.
    Simon is an expert in mobile communication systems, having written over 100
    papers and a book 'Antennas and Propagation for Wireless Communication 
    Systems', on the subject. He is also the author of 15 patents spanning a 
    wide range of wireless technologies.

  • Roger Jeynes (Non-Executive Director) who is the Chief Operating Officer
    of Interregnum.

Interregnum owns approximately 45% of the issued share capital of the merged
business prior to IPO and fund raising, with the other principal shareholders
being Funds advised by Apax Partners, Amadeus Capital Partners and Red-M's
management.

Ken Olisa, Chairman and CEO of Interregnum, said: 'The convergence of computer
and telephony wireless networking is increasing the complexity of the wireless
environment, leading to a greater need for secure, shared infrastructure and
optimal management of networks. We believe that Red-M has the skills, products,
experience and customer base to become a leader in this convergence.'

Karl Feilder, Chief Executive of Red-M, said: 'Organisations across the world
face a new and growing threat from unauthorised access to their networks as they
are extended into the wireless arena. Red-M's products and services already help
to protect many leading corporations and government buildings in the UK and the
US. The merger with CDS and subsequent admission to AIM will further enhance our
credibility and growth prospects.'

                                    - Ends -

Further enquiries:

Interregnum                                              020 7494 3080
Roger Jeynes

Merlin (PR advisers to Interregnum)                      020 7653 6620
Vanessa Maydon                                           07802 961 902
Rebecca Penney                                           07795 108 178

Red-M Group Limited
Karl Feilder                                            07979 954 807

Corfin (PR advisers to Red-M Group)                      020 7929 8989
Harry Chathli                                            07843 660 220
Neil Thapar                                              07876 455 323

Notes to Editor

   •Interregnum plc (www.interregnum.com) is a technology merchant bank
    listed on London's Alternative Investment Market (symbol: ITR). Established
    in 1992, Interregnum buys, sells, advises, invests in and operates
    technology companies. Its advisory services include corporate finance, IP
    exploitation and commercial due diligence. The company's clients are
    principally corporates, government, technology entrepreneurs, advisors and
    investors.

   •Red-M Group Limited was formed by the merger of Interregnum Wireless
    Holdings Limited, CDS, and Red-M (Communications) Limited.

   •Interregnum Wireless Holdings Limited is the holding company for CDS and
    has no other significant assets.

   •Cellular Design Services (www.cdseurope.com) provides wireless network
    solutions for complex high-usage environments, with particular capabilities
    in shared infrastructure. Founded in 1995, CDS has enabled the design,
    deployment and successful management of several hundred 2G, 3G, PMR, WLAN
    and broadcast systems. In the 6 months to December 2004, CDS generated
    revenues of £2.3 million and pre-tax profit of £86,000 with net cash
    generation of £173,000.

   •Red-M (Communications) Limited is the European market leader in securely
    managed wireless technology, helping leading corporate and major government
    customers take advantage of the opportunities wireless presents while
    mitigating its inherent risks. Red-M won World Economic Forum technology
    pioneer status for the third consecutive year in 2004.


                      This information is provided by RNS
            The company news service from the London Stock Exchange