SMRT.L Regulatory News (SMRT)

2 May 2007 07:00

Coms plc ("COMS", or "the Company") Coms plc acquires VoIP distributor Vcomm UK Limited COMS announces the acquisition of the entire issued share capital of Vcomm UKLimited ("VCOMM"). VCOMM is a growing specialist distributor of businessinternet telephony (VoIP) equipment and services and its acquisition opens a newsales channel for COMS in this significant and rapidly growing sector, which isexpected to grow to US$2.5 billion globally by 2012 (Jupiter Research). This isa significant strategic acquisition for COMS and underlines our stated intentionto consolidate the fragmented internet telephony sector. The 2006 un-audited accounts for VCOMM show a consolidated income of £521,317, agross profit of £191,720, a trading loss of £95,849 and a negative net assetvalue of (£131,995). The consideration payable to the vendors of VCOMM is£100,000 which will be satisfied by the issue of 13,333,333 of ordinary sharesin the Company at 0.75 pence per share. At the expiration of one year followingthe acquisition, the Company will pay further consideration to the vendors ofVCOMM of up to 13,333,333 of ordinary shares in the Company, subject to theVCOMM business achieving considerable revenue growth and profit targets in thatperiod. Scott Dobson, Managing Director of VCOMM, and the VCOMM management team enteredinto new executive service agreements with VCOMM whilst its existing Chairmanretired from the VCOMM board. Jason Drummond, Executive Chairman, COMS said: "the acquisition of VCOMM,following on from the recent acquisition of ExchangeXT is a further component ofour strategy to build a leading provider of paid VoIP services and enablingtechnology to individuals and businesses." Scott Dobson, Managing Director, VCOMM said: "our acquisition by COMS gives meand my team the financial resources, increased management capabilities and othersynergistic benefits to undertake larger distributor contracts and to rapidlybuild market share." \* TContact: Coms plcRichard Bennett, +44 (0)7966 388 374 HB CorporateRod Venables or Jon Levinson, +44 (0) 20 7538 1166\* T About Coms plc COMS was founded by Jason Drummond in 2000 with the vision of using the Internetto carry and deliver voice telephone calls. Coms has developed their own VoIP(Voice of Internet Protocol) service which is used by both individuals andbusinesses and retails VoIP enabling equipment. Unlike Skype, COMS is based uponthe industry standard SIP protocol which enables the widest possible connectionof customers, devices and integrated Web 2.0 applications. COMS' subscribers canmake high quality calls over the internet wherever a high-speed internetconnection is available including in wireless hotspots As well as the obvious cost saving implications for businesses and consumers,the expanding market will enable COMS to develop and offer innovative newconvergent services such as video calling, IP Centrex, location independence andonline presence. COMS launched its consumer service in October 2006, and recently acquiredExchangeXT, a leading provider of business VoIP services, to enable COMS toenter the enterprise and SMB markets. COMS is an Ofcom authorised Public Electronic Communications Network (PECN) anda member of the Internet Telephony Service Providers Association (ITSPA). Coms plc joined the AIM market of the London Stock Exchange on 6 September 2006(AIM:COMS.L). About VCOMM VCOMM and its resellers replace business PBXs that are attached to the PSTNnetwork with IP PBX or IP Centrex solutions which are connected to VoIP serviceproviders via the internet. A typical solution includes a VoIP PBX, handsets andconnection to a VoIP service provider. VCOMM's customers include RichmondBorough Council, Mitel and Dimension Data. VCOMM's specialist VoIP product range, industry knowledge and technicalexpertise is sold by over 150 telecom industry resellers. COMS expect toleverage this channel and sell its wholesale VoIP services to enterprise andSMBs alongside VCOMM's product range. Copyright Business Wire 2007