Acquisition

Canisp PLC
19 December 2003

                                  CANISP PLC

                                 ANNOUNCEMENT


Acquisition of The Airtime Group Limited (TAG), associated appointments to the
Board and the adoption of share option schemes

The Company announces that on 18 December 2003 it completed the acquisition of
98.05 per cent. of the entire issued share capital of TAG for a cash
consideration of £980,500.  TAG is a company that operates in the
telecommunications sector as a service provider.  Further details of TAG and its
businesses are set out at paragraph 1 below.   Pursuant to the Acquisition,
additional directors have been appointed to the Board, as set out at paragraph 4
below.

The Company also announces that it has adopted new share option schemes to
incentivise management and employees of the Enlarged Group.

The Company was incorporated on 12 August 2003.  Having raised initial capital
of £50,000, it subsequently raised £2,062,500, before expenses, through a
placing of 7,500,000 Ordinary Shares at a placing price of 27.5p each, conducted
to coincide with the admission of the Company's issued and to be issued equities
to trading on AIM on 15 October 2003.

In the Company's AIM admission document dated 6 October 2003 (limited copies of
which are currently available, for information purposes only, upon request from
the offices of the Company's nominated adviser, Canaccord Capital (Europe)
Limited), the Current Directors established the Company's objective as being to
build, largely through acquisition, a group specialising in the provision of
telecommunications services, with target companies expected to have some or all
of the following characteristics:

1.              a strong management team;

2.              significant growth prospects;

3.              enhanced potential given access to additional working capital;

4.              the likelihood of benefits accruing from being part of a group
                with quoted shares;

5.              the scope for mutual synergistic benefits when operating
                alongside complementary businesses within a group structure; and

6.              the prospect of improved financial efficiencies and controls
                when integrated into a larger organisation.

The opportunity for the Company to acquire TAG, as the first acquisition in the
process of building such a group, arose pursuant to the assignment by Regent, a
company of which Ian Tickler, a director of the Company, is the ultimate
beneficial owner, to the Company of Regent's rights under term sheets dated 15
April 2003 and 28 September 2003.  Further details of the assignment, which is a
related party transaction as defined by the AIM rules, are set out in paragraph
3 below.

Appropriate financial and legal due diligence on TAG has been carried out by or
on behalf of the Company.  In addition, an independent expert in the
telecommunications sector has conducted a review of TAG and its proposed
strategy.  The review supports the Current Directors' view that the Acquisition
falls within the investment strategy of the Company as set out in its AIM
admission document dated 6 October 2003 and is an appropriate first acquisition
for the Company.

The Company has not traded since its incorporation.  The Acquisition represents
the first stage in the Company's development.

Following the Acquisition, the Board will remain alert to further investment
opportunities in complementary areas consistent with the Company's stated
investment strategy.

1.              Information on TAG

TAG, which trades as World Telecom, was incorporated in September 1999 to
operate as a provider in the telecommunications sector.  TAG has acquired a
number of telecommunications assets as well as a telecommunications licence and
fixed line and global calling card businesses.

Justin Bygott-Webb was the sole director of TAG prior to the Acquisition.  On
completion of the Acquisition Martin Cawood (hitherto a consultant to TAG) and
Timothy Moss were also appointed to the board of directors of TAG.

As TAG is a licensed telecommunications carrier it is regulated by OFTEL and as
such must provide quarterly traffic statistics to OFTEL and pay a subscription
of approximately £4,000 per annum to Oftel.

TAG operates four principal revenue streams as follows:

•         sale of telephone minutes through global calling cards.  These are
cards paid in arrears for use mainly by corporate business travellers as an
alternative to more expensive hotel/mobile roaming telephone charges;

•         resale of telephone capacity through fixed lines.  This represents a
switchless resale operation where the calls of TAG's customers are routed
through the provider Energis Communications Limited;

•         through its status as a licensed carrier, TAG has been allocated a
range of non-geographic numbers by OFTEL.  The number variations that result
from this allocation can be sold to customers at a premium; and

•         prepaid calling cards.

Up to the date of the Acquisition, TAG's business has been loss making and TAG
has net liabilities, which reflect a detailed review of provisions following the
financial due diligence exercise referred to above.  However, the Current
Directors believe that TAG's overall profitability will be positively impacted
through the better optimising of TAG's existing contractual relationships and by
refocusing on wholesale access. TAG's customers include American Express, BTI
Hogg Robinson, Countryside Alliance, Diners Club, HSBC, Merrill Lynch, CAP
Gemini Ernst  Young and RTZ.

2.              Acquisition Agreement

The consideration paid by the Company for the acquisition of 98.05 per cent. of
the issued share capital of TAG was £980,500 paid in full in cash to the
Sellers.

Justin Bygott-Webb, one of the New Directors, who is a beneficiary of one of the
Sellers, warranted the contractual, financial, structural and tax status of TAG
to the Company under the Acquisition Agreement.  Mr Bygott-Webb's liability for
breach of these warranties is capped at £500,000.

3.              Related party transaction

Prior to completing the Acquisition, the Company, on 26 November 2003, entered
into a conditional agreement for assignment with Regent Group Holdings Limited
(Regent), a company incorporated in the British Virgin Islands whose ultimate
beneficial owner is a director of the Company, Ian Tickler.

Regent had been in negotiations for the acquisition of the entire issued share
capital of TAG during the period February 2003 to the end of September 2003.
Regent entered into, with the shareholders of TAG, a term sheet on 28 September
2003 that amended and replaced an earlier term sheet between the same parties
dated 15 April 2003, agreeing the principal terms for the acquisition of TAG.
Pursuant to the execution of the initial term sheet, Regent instructed its
lawyers and accountants to carry out appropriate due diligence on TAG.

The terms of the agreement for assignment provided that Regent would, at the
same time as and conditional upon completion by the Company of the Acquisition,
assign to the Company the benefit of the second term sheet together with any due
diligence processes carried out and any subsequent due diligence reports.  A
further term of the agreement for assignment was that the Company would
indemnify Regent for all reasonable professional costs incurred by Regent in
relation to the due diligence processes.

The consideration paid by the Company to Regent under the terms of the agreement
for assignment was £115,000 satisfied in full in cash.  The result of this
payment is a reduction by £115,000 in the cash reserves of the Company available
for working capital.

Pursuant to the AIM rules, the assignment by Regent to the Company of the
benefit of the second term sheet and associated due diligence work is a related
party transaction as Ian Tickler, a director of the Company, is the ultimate
beneficial owner of Regent.

John Leat, as the only other director of the Company before 18 December 2003,
having consulted with Canaccord Capital (Europe) Limited, the Company's
nominated adviser, considered that the terms of the agreement for assignment
were fair and reasonable insofar as they concerned the shareholders of the
Company, and he remains of this view. It is John Leat's belief that this
assignment facilitated a relatively speedy first acquisition for the Company and
ensured that the Company knew in advance of incurring significant professional
fees that the acquisition of TAG was a viable and suitable opportunity to
pursue.

4.              Board changes

Following completion of the Acquisition, the Company has appointed the New
Directors, Justin Bygott-Webb, John Maundrell and Mike Hirschfield, all as
executive directors of the Board.  Ian Tickler and John Leat have assumed
non-executive roles. John Leat will act as non-executive chairman of the Board.
Details of the New Directors are set out below.

New Directors

John Justin Hammersley Bygott-Webb

Justin Bygott-Webb, aged 54, chief executive officer of TAG, has been appointed
Chief Operating Officer of the Company.  He has a business career covering some
30 years.  Starting in the hotel industry, he opened six major hotels worldwide
over a 12 year period.  He has since concentrated on small to medium size
businesses, both start ups and turnarounds, and has been involved in travel,
computer software, airlines, furniture and insurance. In 1993 he bought Data
Management Services Group, a media publishing business, later acquired by
Pearson Professional in 1996. In 1999 he established TAG to purchase Manorgate
Airtime Assets out of receivership.

John William Maundrell

John Maundrell, aged 48, qualified as a Chartered Accountant in 1982 with what
is now PricewaterhouseCoopers.  Thereafter he spent 12 years as a corporate
financier in various investment banks, including NatWest Markets and latterly
Rea Brothers Limited of which he was a director, specialising in giving advice
to smaller but growing quoted companies.  Subsequently, he has acted as a
consultant to the boards of several private and public companies and has
additionally held a number of executive and non-executive public company
directorships.

Michael Brian Victor Cudworth Hirschfield

Mike Hirschfield, aged 40, qualified as a Chartered Accountant with Peat Marwick
in 1988.  He has held senior management positions with a number of companies
including group finance director of Utilitec plc and group finance executive of
Lupus Capital plc.  He is currently a director of a number of private companies
including Kitwell Consultants Limited which acts as company secretary to the
Company.

5.              Share option schemes

The Company has adopted the Unapproved Scheme and the EMI Scheme for the benefit
of Directors and employees of the Enlarged Group, under which eligible persons
will be invited to participate at the discretion of the Board.

The Unapproved Scheme together with the EMI Scheme, and such further share
option scheme or schemes, if any, as the Company may subsequently establish,
will be limited in total to a maximum of ten per cent. of the Company's issued
share capital from time to time.  It is proposed that options will be granted
under the Unapproved Scheme amounting in total to 0.42 per cent. of the issued
Ordinary Shares at an exercise price equivalent to the prevailing market price
of the Ordinary Shares.  It is proposed that options will be granted under the
EMI Scheme amounting in total to 7.58 per cent. of the issued Ordinary Shares at
an exercise price equivalent to the prevailing market price of the Ordinary
Shares.

Further details of the number of options granted under the Unapproved Scheme and
the EMI Scheme are set out in the section of this announcement headed Directors'
interests and other matters.

6.              Corporate governance

The Directors believe that the Company complies with the Combined Code as far as
is applicable for a company of its size and nature.


 Audit and remuneration committees have been established, operating on the basis
of formally delegated duties and responsibilities, each consisting of the
Company's non executive directors from time to time.  It is not considered that
a nominations committee is appropriate at this stage.

The audit committee, chaired by Ian Tickler, is responsible for ensuring that
the financial performance, position and prospects of the Enlarged Group are
properly monitored and will receive and review reports from management and the
Company's auditors relating to annual and interim accounts and the Company's
accounting and internal control systems.

The remuneration committee, chaired by John Leat, will review the performance of
the executive Director and the terms of their service contracts, set their
remuneration, determine the payment of bonuses and consider the grant of options
under the share option schemes of the Company and, in particular, the price per
share and the application of any performance conditions to such grants.  The
remuneration and terms and conditions of appointment of the non-executive
Directors will be set by the Board.  The remuneration committee will administer
the share option scheme.

The Directors intend that the Board will continue to comprise such number of
executive and non executive directors as will facilitate compliance with the
Combined Code and the effective operation of the proposed committees.

The Company has adopted a code consistent with the AIM rules governing
directors' share dealings and will take proper steps to ensure compliance by the
Directors.




7.              Directors' interests and other matters

The interests of the Directors, their immediate families and persons connected
with them, within the meaning of section 346 CA 1985, in the share capital of
the Company at the date of this announcement, all of which are beneficial, are:

Name                                                     Ordinary Shares                   Percentage holding
John Leat                                                        129,545                                 1.04
Ian Tickler                                                      129,545                                 1.04
John Maundrell                                                   250,000                                 2.00
Michael Hirschfield                                              250,000                                 2.00

The following options over unissued Ordinary Shares have been granted to the
Directors under the Unapproved Scheme:

Directors                              Ordinary Shares              Date of grant             Exercise price
Justin Bygott-Webb                              52,500                 18/12/2003                        31p

The following options over unissued Ordinary Shares have been granted to the
Directors under the EMI Scheme:

Directors                              Ordinary Shares              Date of grant             Exercise price
Justin Bygott-Webb                             322,500                 18/12/2003                        31p
John Maundrell                                 187,500                 18/12/2003                        31p
Michael Hirschfield                            187,500                 18/12/2003                        31p

The options under the Unapproved Scheme and the EMI Scheme will be exercisable
from the third anniversary of grant.

The Company has entered into the following new service contracts and letters of
appointment:

1.              an agreement with Justin Bygott-Webb dated 18 December 2003
pursuant to which Mr Bygott-Webb was appointed as an executive director of the
Company with immediate effect.  The agreement provides for an annual salary of
£100,000, payable monthly in arrears.  Mr Bygott-Webb will work full time for
the Company.  The agreement is for a fixed term of two years and, after the
first year, is terminable on 12 months' written notice from either party.  The
agreement may be terminated summarily by the Company if, among other things, Mr
Bygott-Webb is in material breach of its terms.  No compensation is payable to
Mr Bygott-Webb in the event of early termination of the agreement;

2.              an agreement with John Maundrell dated 18 December 2003 pursuant
to which Mr Maundrell was appointed as an executive director of the Company with
immediate effect.  The agreement provides for an annual salary of £75,000,
payable monthly in arrears.  The agreement is terminable on 12 months' written
notice from either party.  The agreement may be terminated summarily by the
Company if, among other things, Mr Maundrell is in material breach of its terms.
  No compensation is payable to Mr Maundrell in the event of early termination
of the agreement;

3.              an agreement with Michael Hirschfield dated 18 December 2003
pursuant to which Mr Hirschfield was appointed as an executive director of the
Company with immediate effect.  The agreement provides for an annual salary of
£75,000, payable monthly in arrears.  The agreement is terminable on 12 months'
written notice from either party.  The agreement may be terminated summarily by
the Company if, among other things, Mr Hirschfield is in material breach of its
terms.  No compensation is payable to Mr Hirschfield in the event of early
termination of the agreement.  Michael Hirschfield is a director of Kitwell
Consultants Limited, the Company's secretary.  Under the terms of an agreement
dated 18 September 2003, the Company pays Kitwell Consultants Limited a monthly
fee of £1,750 in respect of company secretarial services;

4.              a letter of appointment with John Leat Consultancy Limited dated
18 December 2003, which replaces in its entirety the letter of appointment
between the Company and John Leat Consultancy Limited dated 18 September 2003,
pursuant to which Mr Leat was appointed as a non executive director for an
annual fee of £12,000, payable monthly in arrears.  The appointment is
terminable on three months' notice on either side.  No compensation is payable
for loss of office and the appointment may be terminated immediately if Mr Leat
is, among other things, in material breach of the terms of the appointment; and

5.              a letter of appointment with Brig Advisors Limited dated 18
December 2003, which replaces in its entirety the letter of appointment between
the Company and Brig Advisors Limited dated 18 September 2003, pursuant to which
Mr Tickler was appointed as non executive chairman for an annual fee of £12,000,
payable monthly in arrears.  The appointment is terminable on three months'
notice on either side.  No compensation is payable for loss of office and the
appointment may be terminated immediately if Mr Tickler is, among other things,
in material breach of the terms of the appointment.

The New Directors have held the following directorships and partnerships (which
unless otherwise stated are incorporated or established in the UK) within the
five years prior to the date of their appointment:

Justin Bygott-Webb

In accordance with paragraph F of Schedule 2 of the AIM rules Mr Bygott-Webb's
past and present directorships over the past five years are:

Current     Foilcourt Limited                                    The Airtime Group Limited
            Sports Aid London                                    Tracelake Limited
            Sports Aid London (Promotions) Limited

Past        Antiques en France (UK) Limited                      Housetalk Limited

John Maundrell

In accordance with paragraph F of Schedule 2 of the AIM rules Mr Maundrell's
past and present directorships over the past five years are:

Current      Corbie Sike & Co (partnership)
Past         Aviation Partners Worldwide plc                  Merchant House Group plc
             Conival Limited                                  Tolmount Limited
             Gaming Corporation plc

Michael Hirschfield

In accordance with paragraph F of Schedule 2 of the AIM rules Mr Hirschfield's
past and present directorships over the past five years are:

Current      Kitwell Holdings Limited                        Corone Limited
             BD Nominees Limited                             Kitwell Consultants Limited
             WA Resources (UK) Limited
Past         None



The Company confirms that no other details are required to be disclosed under paragraph F of Schedule 2 of the AIM Rules
with respect to Mr Bygott-Webb, Mr Maundrell or Mr Hirschfield.

8.              Definitions

The following definitions apply throughout this announcement, unless the context
requires otherwise:

Acquisition                  the acquisition of 98.05 per cent. of  the entire issued share capital of TAG
                             pursuant to the terms of the Acquisition Agreement
Acquisition Agreement        the agreement dated the same date as this announcement between Justin Bygott-Webb
                             (1), the Sellers (2) and the Company (3) relating to the Acquisition, further
                             details of which are set out in paragraph 2 of this announcement
AIM                          the Alternative Investment Market of the London Stock Exchange plc
Board or Directors           the Current Directors and the New Directors
CA 1985                      Companies Act 1985, as amended
Company                      Canisp plc, registered in England and Wales with company number 4863813
Combined Code                Combined Code on Corporate Governance
Current Directors            Ian Tickler and John Leat
EMI Scheme                   the enterprise management incentive share option scheme
Enlarged Group               the Company as enlarged by the Acquisition
New Directors                Justin Bygott-Webb, John Maundrell and Mike Hirschfield, whose further details as
                             required under the AIM rules, are set out at paragraph 4 and paragraph 7 of this
                             announcement
OFTEL                        the Office of Telecommunications (the powers of which will be assumed by the
                             Office of Communications on 29 December 2003)
Ordinary Shares              ordinary shares of 1p each in the capital of the Company
Regent                       Regent Group Holdings Limited, a company incorporated in the British Virgin
                             Islands with number 533549 whose registered office is at Palm Grove House, PO Box
                             438, Road Town, Tortola, British Virgin Islands
Sellers                      Hugh Bygott-Webb, Carey Olsen Trust Company (Guernsey) Limited, International
                             Technology Transfer SA, Nomihold Securities Inc, E Verniquet, Swan Creek Holdings
                             Limited, Drysdale Investments, John Seilis and Justin Bygott-Webb
TAG                          The Airtime Group Limited, a company registered in England with company number
                             3841911 whose registered office is at Arram Berlyn Gardner, Holborn Hall, 100
                             Grays Inn Road, London WC1X 8BY
UK or United Kingdom         United Kingdom of Great Britain and Northern Ireland
Unapproved Scheme            the unapproved incentive share option scheme





Date:       19 December 2003




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