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Viatrade PLC (VIAP)

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Wednesday 09 January, 2008

Viatrade PLC

ACQUISITION OF EUROKEY



FOR IMMEDIATE RELEASE                                                         09 JANUARY 2008

                                             VIATRADE PLC
                                                (PLUS)
                                     BUSINESS: Investment Company

                                        ACQUISITION OF EUROKEY

The  Board of Viatrade plc ("Viatrade" "the Company"), the PLUS Markets quoted investment company,  is
pleased  to announce the acquisition of Eurokey Property Ltd ("Eurokey"), formerly Eurocash Group  Ltd
("Eurocash").

Yesterday the board of Viatrade posted the following letter to shareholders:

Dear Sir or Madam,

Share Offer to buy the entire issued share capital of Eurokey (the "Offer")

1   Introduction

This  letter  is to inform you that the boards of Eurokey and Viatrade Plc ("Viatrade")  have  reached
agreement  on  the  terms  of an offer, to be made by Viatrade, to acquire the  whole  of  the  issued
ordinary share capital of Eurokey.  This document contains the formal Offer and is accompanied by, and
should be read in conjunction with, the Letter of Acceptance.

Your  attention  is drawn to the letter from the Board of Directors of Eurokey dated 8  January  2008,
which is enclosed with this letter.

The  procedure  for  accepting  the  Offer is set out in paragraph  12  of  this  letter  and  in  the
accompanying  Letter of Acceptance.  To accept the Offer, the Letter of Acceptance must  be  completed
and returned, together with your share certificate to Viatrade Plc, c/o The Quadrangle, 2nd Floor, 180
Wardour Street, London W1F 8FY For the attention of John Craig as soon as possible and in any event so
as to be received by no later than close of business on 14 February 2008.

2   Terms of the Offer

Viatrade is offering to acquire on the terms and subject to the conditions set out or referred  to  in
the enclosed documents entitled "Conditions of the Offer" and "Irrevocable Letter of Acceptance".

The  consideration  for  the  acquisition is one share in Viatrade for every  twenty-eight  shares  in
Eurokey (ignoring any fractional entitlement).

It  is  proposed  that  the shares in Eurokey will be acquired fully paid and  free  from  all  liens,
charges,  equitable  interests, encumbrances, rights of pre-emption and other third  party  rights  or
interests  of any nature whatsoever and together with all rights now or hereafter attaching  to  them,
including the right to receive and retain all dividends and other distributions declared, made or paid
on or after the date of this letter.

3   Irrevocable undertakings to accept the Offer

Viatrade  has  received  acceptances of the Offer, which are irrevocable  except  in  certain  limited
circumstances, in respect of shares in Eurokey, representing approximately 89 per cent of  the  issued
share capital of Eurokey.

4   Compulsory Acquisition

If  Viatrade receives acceptances under the Offer in respect of 90 per cent or more of the  shares  in
Eurokey to which the Offer relates for the purposes of Sections 428 to 430F of the Companies Act 1985,
Viatrade  intends  to  exercise its right under those sections to compulsorily acquire  the  remaining
Eurokey Shares.

5   Background to and reasons for the Offer

Following Eurocash Group's inability to meet its original business plan, which resulted in the sale of
its  operating  subsidiaries,  Eurocash Group's directors decided that a  substantial  change  in  its
business activities was necessary. After considerable discussion with our directors, Viatrade believed
that if Eurocash was to restyle itself as a property company and permit its assets to be enjoined with
those  of Viatrade, then both sides would benefit.  In December, Eurocash changed its name to  Eurokey
Properties  Limited  and  sought and obtained the approval of a number  of  its  shareholders  to  the
proposed changes.

Viatrade's  business  is  the  acquisition of and investment  in  companies  which  it  believes  will
contribute  increased  value to its portfolio.  It is believed that the acquisition  of  Eurokey  will
enable  Viatrade to become involved in the overseas property investment - a sector which  it  believes
will be profitable in the future.

6   Information on Viatrade

Viatrade is a public limited company, which was incorporated on 2 August 1999.

Viatrade  is a speciality investment company concentrating on technology investments in SME  companies
which  have  the  potential  of  a  trade sale or flotation exit within  the  short  to  medium  term.
Viatrade's investment portfolio currently consists of five companies and it has acquired and  disposed
of various investments since its incorporation.

Due  to  the disappointing development of the technology market as a whole, Viatrade has re-orientated
its  business  to  a  cross-sector portfolio.  Viatrade has disposed of some of its technology  market
investments in order to assist with the change in the direction of its business and enable  investment
in new sectors.

The Viatrade Board currently comprises Richard Henstock, and Walter Ian Logan Forrest.
The  issued share capital of Viatrade is 1,363,000 ordinary shares of £0.01 each.  As a result of  the
Offer,  the  issued Share Capital will increase to 1,944,365 ordinary shares and the interest  in  the
Viatrade's share capital held by previous shareholders in Eurokey will be 29.9% of the enlarged  share
capital of Viatrade.

7   Directors and Employees

On  the Offer becoming or being declared unconditional in all respects, the Independent Director,  Ian
Leith, and Martyn Redman will join the Board of Viatrade.

Richard Henstock, is a director and shareholder of Viatrade and is also a director and shareholder  of
Eurokey.   Richard Henstock controls 273,500 ordinary shares in Viatrade, representing  20.1%  of  its
current  issued  share capital and 132,000 ordinary shares in Eurokey.  His control  in  the  enlarged
shareholding will be 278,214 ordinary shares which represents 14.3% of the enlarged share capital.

Martyn  Redman  currently  controls 4,867,606 shares in Eurokey Properties Limited.   His  control  in
Viatrade will be 173,844 ordinary shares representing 8.9% of its enlarged share capital.

Ian  Forrest,  is a director of Viatrade and exercises voting control over 22,700 ordinary  shares  of
Viatrade,  representing  1.7% of its current issued share capital.  He also has  voting  control  over
1,150,000 ordinary shares in Eurokey.  His voting control in the enlarged shareholding will be  63,771
ordinary shares which represents 3.3% of the enlarged share capital.

There are no employees of Viatrade.

8   Overseas Shareholders

The  availability of the Offer to Overseas Shareholders may be affected by the laws  of  the  relevant
jurisdiction.   Overseas  Shareholders  should inform themselves  about  and  observe  any  applicable
requirements.

Any acceptance of the Offer by acceptors who are unable to give the representations and warranties set
out in the Irrevocable Letter of Acceptance may not be valid, subject to certain limited exceptions.

9   United Kingdom Taxation

The  following  paragraphs, which are intended as a general guide only, are based on  current  UK  tax
legislation and Inland Revenue practice as at the date of this document.  They summarise only  certain
limited  aspects of the UK tax treatment of the acceptance of the Offer and they relate  only  to  the
position of Eurokey Shareholders who whole their Eurokey Shares as an investment, who are resident, or
ordinarily  resident, in the UK for tax purposes (except insofar as express reference is made  to  the
treatment  of non-UK residents) and who are absolute beneficial owners of their Eurokey  Shares.   The
tax  position  of  special  classes  of taxpayers such as banks, insurance  companies  and  collective
investment schemes is not considered.  If you are in any doubt as to your taxation position or if  you
are  subject  to  tax  in  any  jurisdiction other than the UK,  you  should  consult  an  appropriate
independent professional adviser without delay.

(a) Taxation of Capital Gains

Liability to UK capital gains tax ("CGT") will depend on the individual circumstances of each  Eurokey
Shareholder.  Shareholders are advised to get independent professional advice.

(b) Stamp Duty and Stamp Duty Reserve Tax ("SDRT")

No stamp duty or SDRT should be payable by shareholders of Eurokey as a result of accepting the Offer.

(c) Other Tax Matters

Special tax provisions may apply to Eurokey Shareholders who have acquired or acquire their shares  in
Eurokey  by exercising options under a share option scheme, including provisions imposing a charge  to
UK income tax.

10  Procedure for acceptance of the Offer

This section should be read, together with the notes to and instructions on, the Irrevocable Letter of
Acceptance, which form part of the terms of the Offer.

(a) To accept the Offer

To accept the Offer in respect of all or part of your shares in Eurokey, you must complete Boxes 1 and
4 and must sign Box 2 of the Letter of Acceptance in accordance with the instructions printed on it.

All holders of shares in Eurokey who are individuals must sign the Irrevocable Letter of Acceptance in
the presence of a witness who must also sign Box 2 in accordance with the instructions printed on it.

(b) Return of Forms of Acceptance

To  accept  the Offer, you must return a Irrevocable Letter of Acceptance duly completed,  signed  and
witnessed.  The completed, signed and witnessed Irrevocable Letter of Acceptance, together, with  your
Eurokey  share certificate should be returned by post or by hand to Viatrade plc, The Quadrangle,  2nd
Floor, 180 Wardour Street, London W1F 8FY FAO John Craig as soon as possible, but in any event, so  as
to  be received not later than close of business on 14 February 2008. No acknowledgement of receipt of
documents will be given.

Any  Irrevocable Letter of Acceptance received in an envelope postmarked in the United States, Canada,
Australia or Japan or otherwise appearing to Viatrade or its agents to have been sent from the  United
States, Canada, Australia or Japan or from a US person will not constitute a valid acceptance  of  the
Offer.

(c) Eurokey share certificates not readily available or lost

If  your share certificate(s) and/or other document(s) of title is/are not readily available or is/are
lost,  the Irrevocable Letter of Acceptance should nevertheless be returned duly completed and  signed
as  described above so as to be received no later than close of business on 14 February 2008, together
with any share certificate(s) and/or other documents of title that you have available, accompanied  by
a  letter  stating  that  the balance will follow or that you have lost one  or  more  of  your  share
certificate(s) and/or other document(s) of title.

You  should then arrange for the relevant share certificate(s) and/or other documents of title  to  be
forwarded as soon as possible thereafter. No acknowledgement of receipt of documents will be given.

(d) Validity of acceptances

Subject  to  the conditions and terms of the Offer and the provisions of FSMA, Viatrade  reserves  the
right  to  treat as valid any acceptance of the Offer which is not entirely in order or which  is  not
accompanied  in  whole  or in part by the relevant share certificate(s) and/or  other  document(s)  of
title.  In that event, no issue of Viatrade Shares under the Offer will be made until after the  share
certificate(s)  and/or  other  document(s)  of title or, if applicable,  indemnities  satisfactory  to
Viatrade have been received.

(e) General

If  you  are  in  any  doubt as to the procedure for acceptance, please contact  Richard  Henstock  at
Viatrade Plc whose telephone number is +44 (0) 7831 456795.

11  Further information

The  Offer will remain open for acceptance until close of business on 14 February 2008, when depending
on the irrevocable acceptances received at that date the Offer will be declared accepted or not.

12  Action to be taken

You  are  urged to complete, sign and return the Irrevocable Letter of Acceptance as soon as  possible
and,  in any event, so as to be received by post or (during normal business hours) by hand at Viatrade
Plc,  [The Quadrangle, 2nd Floor, 180 Wardour Street, London W1F 8FY for the attention of John  Craig]
by  no  later than close of business on 14 February 2008.  A reply-paid envelope (for use  in  the  UK
only) is enclosed for your convenience.

If  you should have any further questions please do not hesitate to contact me or any other member  of
the Viatrade Board.

Yours faithfully

Richard Henstock
Chairman

The Directors of the issuer accept responsibility for this announcement

                                               --ENDS--

Enquiries:

BISHOPSGATE COMMUNICATIONS LTD                                    020 7562 3350
Maxine Barnes
Nick Farmer

VIATRADE PLC                                                       07831 456795
Richard Henstock

Viatrade PLC

						                                            

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