1Spatial Holdings Regulatory News (SPA)

22 Nov 2006 17:39

Z Group PLC22 November 2006 Z GROUP PLC 22 November 2006 Z GROUP plc ("Z GROUP" or "the Company") Proposed acquisition by Z GROUP plc of the minority shares of OnShare Limited and Extraordinary General Meeting Further to the announcement yesterday of the Company's interim results and theproposed acquisition by Z GROUP plc of the minority shares of OnShare Limited(the "Acquisition"), the board of Z GROUP, the marketing-led technology servicescompany, announces it has today posted a circular (the "Circular") toshareholders setting out the background to the Acquisition and containing anotice convening an extraordinary general meeting of the Company to be held at11 a.m. on 15 December 2006 at Z GROUP's offices at 31 Vernon Street, London,W14 0RN. Information regarding OnShare Limited ("OnShare") OnShare is a software service using proprietary next generation technology thatdelivers a high level of security for the transfer of files over public andprivate networks. Z GROUP has, over the last 18 months, made a significantinvestment into OnShare to enable further research and development to take placeand has continued to build OnShare as a brand and as valuable intellectualproperty. Offering secure, friend-to-friend file sharing, OnShare has been developed tointegrate into the namespace of Microsoft's Windows operating system. Thisallows users to be able to browse their friend's files that they have been givenpermission to see, as if they were on their own computer, without therequirement for additional hardware or configuration. The Directors believethere is substantial commercial potential for OnShare for both the consumer andbusiness audiences. Financial Information on OnShare The unaudited interim results of the Company for the six months ended 31 August2006 showed an investment in OnShare by Z GROUP of £0.7 million. There has beenno revenue in OnShare to date, as OnShare is in its final stages of consumerdevelopment. The Acquisition is expected to be value enhancing to the Companyand will seek to ensure that Shareholders may realise the benefit of OnShare'santicipated success without the potential for such value dilution from theinterests of the Minority Shareholders. Principal terms of the Acquisition Under the terms of the Share Exchange Agreement, the Company has, conditionallyupon the passing of the Resolutions, agreed to acquire the OnShare Shares fromthe Minority Shareholders in exchange for issuing on completion of theAcquisition the Consideration Shares, which are to be issued and allotted at96.5 pence each (being the closing middle market price of the Ordinary Shares on20 November 2006) and which values the Consideration Shares at £3.8 million. Commenting on the Acquisition, Jamie True, joint Chief Executive, said: "We are delighted that, subject to shareholder approval, we will be acquiringthe minority interest in our key subsidiary, OnShare Limited. We firmly believe that the file sharing market is poised to grow at a verysignificant rate and that our award-winning new OnShare product will enable usto capitalise upon this trend. Securing 100% ownership of this subsidiary -which we believe will be value enhancing for the Group - allows us to benefitfully from this exciting trend." Enquiries: Z GROUP plcJack Bekhor/Jamie True, Joint Chief Executive Officers 08700 111 173Saskia Hopmann, Public Relations 020 7952 4026 Catullus ConsultingAlex Mackey 020 7736 2938 Defined terms used in this announcement are as used in the Circular, which isavailable at the Company's website www.zgroupplc.com About Z GROUP: Founded in 2002, Z GROUP is a successful, publicly listed London-basedtechnology company which acquires, licences and develops technologies andprofitably commercialises them through proven branded marketing techniques,offering cutting edge, easy to use and affordable software. With over half a million customers to date, Z GROUP has six software businesses: • ONSPEED Mobile - unique mobile phone acceleration software, which speeds up and optimises slow Internet connections and helps users control associated data cost • ONSPEED - fastest Internet acceleration software on the market, which instantly enables any PC, Mac and Pocket PC user to browse and email at near Broadband speeds by using a 9-patented compression technology • Net2Roam and NetAway - services that allow individuals and SMEs to obtain local Dial-up access numbers worldwide at rates below normal international rates • Onbidder - service that seamlessly integrates into eBay, making a user's bid at the last second of an auction - giving the user the best chance to win their item at the best possible price. • OnShare - revolutionary software service which enables users to communicate and share files securely between PCs which are not part of the same network and without the need for additional hardware or any specific set up. For more information, visit www.zgroupplc.com This information is provided by RNS The company news service from the London Stock Exchange