Bigblu Broadb. Regulatory News (BBB)

12 May 2015

Cleeve Capital Plc

(the "Company")

Acquisition of Satellite Solutions Worldwide Limited

Change of Name to Satellite Solutions Worldwide Group PLC

Cancellation of Admission to the Standard Segment of the Official List

Subscription to raise £2.25m & Admission to AIM

Cleeve Capital (LSE: CLEE), announces the completion of the acquisition of Satellite Solutions Worldwide Limited ("SSW"), a leading provider of satellite broadband services to consumer and business users in the UK and Europe, for £5.19m (the "Acquisition") to be satisfied by the issue of 115,384,615 Consideration Shares at a price of 4.5p per share.

The Acquisition constitutes a reverse takeover under the Listing Rules for Companies and, as previously announced, following the cancellation of admission to the Standard Segment of the Official List on 11 May 2015, shares in the Enlarged Group will be admitted to trading on AIM at 8.00 am today (the "Admission") under the new company name of Satellite Solutions Worldwide Group PLC and new ticker symbol "SAT".

In conjunction with the Acquisition, the Company raised £2.25m through the issue of 50,000,000 new ordinary shares in the Company at a price of 4.5p per share to certain existing and new investors (the "Subscription"). Strand Hanson Limited acted as Financial & Nominated Adviser and Arden Partners plc as Broker.

HIGHLIGHTS

· SSW provides satellite broadband services under its Europasat brand and has a proven business model, management expertise and established commercial relationships in place with satellite network operators.

· SSW has a track record of over six years of penetrating new markets, growing organic sales, and steadily increasing and retaining a geographically diverse customer base.

· The Enlarged Group has agreements in place with numerous satellite owners and network operators including Eutelsat, SES and Avanti and therefore is able to offer maximum coverage and customer choice.

· SSW is in discussions with a number of other satellite network operators in order to further broaden its customer reach.

· Following Admission the Company will have cash resources of approximately £5m which will be used to grow SSW's subscriber base organically and via acquisition by consolidating the currently fragmented market across Europe.

· On Admission, the Company will have 308,146,282 ordinary shares in issue implying a market capitalisation of the Company on Admission (at the Subscription price) of £13.87m.

Andrew Walwyn, CEO of SSW, commented: "We are excited by the opportunity to develop our operations and build on the rapid progress made by SSW to date. The listing will help us take advantage of consolidation in the satellite broadband market as we focus on broadening our customer reach. I would like to thank our investors for their support to date and look forward to updating the market on our progress."

Rodger Sargent, Non-Executive Chairman of SSW, added: "We listed Cleeve with the aim of completing an acquisition within the TMT sector. The quality of SSW's management team and offering provided what we felt was the perfect investment opportunity and we look forward to creating value for existing and new shareholders."

Enquiries:

Below are extracts from the Admission Document which is available on the Company's website:

www.satellitesolutionsworldwide.com

Definitions in this announcement are the same as those included in the Admission Document.

About SSW

SSW is a leading provider of satellite broadband services to consumer and business users in the UK and Europe, with a track record of organic growth in subscribers to its services and recurring revenues. The directors of the Enlarged Group believe there is a significant opportunity to continue to grow SSW's subscriber base organically and also through acquisition by consolidating the currently fragmented market across Europe.

Consumers and businesses are increasingly reliant on the internet and, in particular, fast access to the internet. Across Europe, there are an estimated nearly 20 million households who cannot access even slow broadband speeds due to limitations in the telecommunications infrastructure in their geographical location. These people are part of what has been called the 'digital divide'.

Close to 20 million homes and businesses across Europe are not expected to be able to access broadband speeds of more than 2 Mbps for the foreseeable future via fixed line broadband networks. 2 Mbps is the minimum broadband speed threshold required to access quality online content and fast growing services (such as video-on-demand, TV catch-up portals (e.g. BBC iPlayer or YouTube). Premises or locations with less than 2 Mbps speed broadband are, in most cases, limited to basic email services and slow web browsing.

This is, surprisingly, not just a rural issue. In fact, a significant percentage of SSW's UK customers live in urban areas which, despite a roll-out of fixed line broadband infrastructure, are in a coverage black spot or at the end of the fixed line exchange where speeds are low and/or highly variable.

SSW, through its Europasat brand, is addressing this situation in conjunction with European satellite operators by providing the ability to access fast broadband services via satellite to specifically target people in the 'digital divide'. SSW can deliver up to a 22 Mbps satellite based broadband service to almost any premises (whether residential, commercial or industrial) in Europe, irrespective of location or local infrastructure.

By attaching a satellite dish (of a similar size to dishes used for satellite TV purposes) to the outside of the premises which is connected to an indoor modem, SSW's broadband offering presents a customer experience that is similar to that offered by wired broadband and the connection can be shared in the normal way with PCs, tablets and smart-phones via a normal wired or wireless router.

SSW purchases broadband capacity from three European satellite companies (namely Eutelsat, SES and Avanti), sells or rents to the end user the necessary hardware to access the internet (and installs the necessary equipment, if requested) and then provides an ongoing satellite broadband service on the terms of an airtime tariff selected by the customer. The tariffs are structured in such a way as to suit all types of users.

SSW has a wide range of broadband packages and tariffs designed to appeal to as many different groups of customers and vertical markets as possible. There are solutions for the typical homeowner, the second homeowner, small and large businesses, broadcasters, the police and the military. The technology and the physical equipment at the customer's premises are, however, very similar and in most cases, only vary by the satellite network chosen. The way the user interacts with the product at the point of consumption is controlled by SSW at the network level.

SSW's involvement with the satellite companies is to provide all the ground services associated with the provision of satellite broadband, including market creation, customer identification, pre and post-sales support, product installation (through selected third party installers), billing, product warranties, and complimentary services (e.g. Google Apps). SSW purchases capacity on the appropriate provider's satellite, as and when a customer order is placed, and then provides the required hardware to the customer (which can either be hired/leased, or purchased outright from SSW by the customer) to access this broadband capacity.

SSW History and background

SSW was founded in November 2008 by Andrew Walwyn. He and the other directors of SSW all have a background in satellite and/or mobile communications and understood the importance for consumers and businesses in having access to fast internet speeds irrespective of their geographic location. They knew that despite the wired broadband providers' publicity, there would likely be large numbers of consumers and businesses in the UK who were not going to be serviced adequately by the wired or cellular 3G/4G networks, and this was a gap that could be filled by satellite broadband.

Since the formation of SSW, the team has established that a similar unserved or underserved gap exists in many European countries and SSW is now active in 32 countries.

Strategy of the Enlarged Group

SSW is an established satellite broadband ISP with a six year track record of penetrating new markets, growing organic sales, and steadily increasing and retaining a geographically diverse customer base with a low estimated churn rate of approximately 10 per cent. per annum, with a target of approximately 7 per cent. in the near term as a result of SSW's operating methodology and satellite networks launching new, more flexible tariffs which enable customers to remain with a chosen supplier if their needs change. SSW has a proven business model, management expertise and established commercial relationships in place which the directors of the Enlarged Group believe will enable the Enlarged Group to become a leading player in the continuing growth and consolidation of this market.

The Acquisition and Subscription, along with the Company's existing cash resources, will allow the Enlarged Group to execute this strategy both through the organic growth of the customer base, and through carefully selected acquisitions to increase both subscriber numbers but also to assist the Enlarged Group in obtaining a better foothold in key growth markets.

The Enlarged Group intends to pursue a "roll-up" strategy, which is one of the principal reasons behind the Acquisition and Admission. SSW has been involved in advanced talks and conducted due diligence on a number of potential acquisition targets prior to commencement of the Acquisition and Admission process, and it is intended that following Admission, the Enlarged Group will continue such discussions and complete the acquisition, where commercial terms can be agreed, of one or more of these potential targets with part of the net proceeds of the Subscription.

The directors of the Enlarged Group have identified a number of other potential acquisition targets throughout Europe and believe, for a range of factors, that in some cases the owners of these target assets may be willing sellers. This may be as a result of the target company/asset not being able to reach 'critical mass' in terms of the number of users required to be profitable on an ongoing basis, or for others the asset may now be viewed as a non-core business as a result of changing objectives, or it may be due to the owners lacking the required capital to invest in the asset to develop the tools and systems to take the business to the next stage.

The directors of the Enlarged Group are confident in their ability to execute this "roll-up" strategy as a result of their past experience in successfully acquiring the subscriber base of Broadband Algarve (approximately 200 users, completed in June 2014), SSW's existing relationship with three of the European satellite operators (meaning that any customer migration will not involve a change of hardware) and the nature of the operation of the satellite networks, meaning that it is relatively straightforward to integrate and support customers in other countries. Further, as SSW already supports customers in many European countries through its multi-lingual, multi-currency back office billing, provisioning and support systems, integrating a new customer base is more straightforward than it would be otherwise.

It is intended that further acquisitions will be funded by way of cash consideration and/or through the issue of new Ordinary Shares to the seller(s), subject to the Company having sufficient cash resources and/or sufficient shareholder authority in place at the time of the acquisition(s).

Assuming successful execution of this strategy, the Enlarged Group intends to seek to become the leading satellite ISP in Europe by the end of 2017 with approximately 100,000 customers. The Enlarged Group also has early stage ambitions of targeting selected countries outside Europe, including Australia, India and certain African countries in conjunction with satellite network operators.

Current Trading and Prospects

Trading in the four months ended 31 March 2015 was in line with management expectations. As compared to the same four month period last year, SSW has increased revenue and gross profit by 29.5 per cent. and 30 per cent., respectively, and added 937 net new subscribers. The focus for the rest of the current financial year is on continuing the growth in net new subscriber numbers, extending the broadband offering to include television and telephony services and increasing profit margins.

SSW has also been involved in advanced talks and conducted due diligence on a number of potential acquisition targets prior to commencement of the Acquisition and Admission process, and it is intended that following Admission, the Enlarged Group will continue such discussions and complete the acquisition, where commercial terms can be agreed, of one or more of these potential targets with part of the net proceeds of the Subscription.

Directors of the Enlarged Group

Andrew Roy Walwyn, aged 46 (Chief Executive Officer)

Andrew began his career at Carphone Warehouse before moving to DX Communications as Sales Director. Following the sale of DX to Telefonica, Andrew took on the role as Managing Director of Tiny Computers where he oversaw the sale of the ISP business to Tiscali and the eventual sale of the company to Time Computers. In 2008, Andrew co-founded SSW having identified the gap in the market for satellite broadband.

Francis ("Frank") Vincent Waters, aged 49 (Chief Financial Officer)

Frank qualified as a Chartered Accountant (ICAS) with Ernst & Young in 1989. Frank has spent the last 20 years, primarily as finance director, in a number of fast growing entrepreneurial companies in the mobile, consumer electronics and technology sectors. Frank has been actively involved in a number of corporate finance transactions and more recently responsible for the negotiation of substantial network contracts whilst at Redeem Limited, the mobile phone recycler. Frank was instrumental in the sale of DX Communications alongside Andrew Walwyn to what is now Telefonica.

Frank joined SSW in the autumn of 2013 and, as Chief Financial Officer, is (and will continue to be) responsible for finance, legal, regulatory, logistics and operational matters.

Rodger David Sargent, aged 43 (Non-Executive Chairman)

Rodger has been the founder and finance director of a number of quoted and private companies over the past 15 years, including Sports Internet Group plc, Hydrodec Group plc, AudioBoom Group plc and Litebulb Group Limited. He previously ran the family office of Betfair founder, Andrew Black. He qualified as a chartered accountant with PricewaterhouseCoopers, London in 1996.

Simon Philip McGivern, aged 41 (Non-Executive Director)

Simon McGivern is the CEO of Litebulb Group Limited, an AIM quoted consumer brands and solutions company, a position he has held since founding the company in 2008. During this time, apart from fulfilling his normal CEO duties, he has led six acquisitions, the admission to AIM in 2010 and fundraisings of over £10 million.

Previously, he was CEO of Locca Tech Limited, responsible for strategy and business development, and a fund manager at Panmure Gordon.

Thomas ("Tom") Clifford Pridmore, aged 43 (Non-Executive Director)

Tom Pridmore began his career as a solicitor at Norton Rose, specialising in corporate finance, where he acted on behalf of institutional clients in relation to a variety of corporate finance and M&A activities. Tom then joined Flextech/Telewest plc as Head of Corporate Strategy, where he was responsible for directing investment into strategic internet and interactive television companies.

In 2000, Tom co-founded the international fund manager and investment adviser Development Capital Management Limited. In this capacity he has set-up and managed real estate investment and development operations in Turkey, India, North Africa, Eastern Europe and the UK on behalf of both institutional and private clients. Most recently, Tom joined the Board of Mithril Capital plc, another special purpose acquisition company with a focus on the natural resources sector.