Zamano PLC - Acquisition

RNS Number:4474I
Zamano PLC
26 November 2007

26 November 2007

zamano Plc

("zamano" or the "Company" or the "Group")

Acquisition of Red Circle Technologies Limited ("Red Circle")
and
Admission of the Enlarged Share Capital to trading on AIM and IEX

The Board of zamano Plc, a leading provider of digital entertainment to mobile
devices, is pleased to announce that it has conditionally agreed to acquire the
entire issued share capital of Red Circle for Consideration of up to €24.4
million.

Highlights

•Red Circle is a successful, Dublin-based, leading provider of digital
entertainment to mobile devices, with over 500,000 active subscribers in the
UK, Australia, USA and Ireland.

•Red Circle generated revenues, restated under IFRS, of €31.1 million in
the year ended 31 May 2007, delivering EBITDA of €3.5 million and profit
after tax of €3.3 million.

•The Acquisition will expand zamano's suite of mobile brands serving a
range of demographics in four separate geographic markets, and treble the
active subscriber base.

•The Board believes that the acquisition provides zamano with
significantly increased scale in the UK, Ireland and Australia and that the
emerging presence in the strategically important US market represents a
strong opportunity for further expansion for the Enlarged Group.

•The Acquisition is in line with the Group's strategy of balancing strong
organic growth with strategic acquisitions and maintaining a hybrid B2B:B2C
business model. The acquisition strengthens the Group's B2C presence in the
core UK and Ireland market to match the existing strong positioning of its
B2B business in this market.

•The Board expects pre-tax cost savings of at least €500,000 per annum
will be generated once the full benefits of the Acquisition are realised.
These benefits will be off-set in year one by certain integration costs of
combining the two businesses.

•The maximum total consideration payable of €24.4 million consists of two
elements: €17.2 million payable at completion and up to €7.2 million
additional consideration based on Red Circle's EBITDA for the three months
ending on 31 December 2007. If the maximum additional consideration of €7.2
million is paid, Red Circle will have generated EBITDA of at least €3.9
million in the year ending 31 December 2007.

•The initial consideration and the additional consideration will be split
75% cash and 25% in zamano shares.

•The cash element of the consideration will be funded by a new loan
facility with Bank of Scotland (Ireland).

•The maximum number of Consideration Shares to be issued pursuant to the
Acquisition is 16,944,444 shares, representing approximately 20 per cent. of
the equity of the Enlarged Group. The final number of Consideration Shares
to be issued will be calculated based on a share price of 36 cents per share
(which represents a premium of approximately 9.1 per cent. to the closing
share price on 23 November 2007), or, if higher, the average closing share
price during the five days prior to the EGM. On Completion, the Vendors will
enter into an agreement not to dispose of any of their consideration shares
for 12 months.

•The Board believes that the acquisition will immediately enhance earnings
per share of the Group (before the amortisation of intangible assets).

•The Enlarged Group will be managed by the existing zamano Board, Rod
Matthews (Non Executive Chairman), John O'Shea (Managing Director) and Colm
Saunders (Finance Director), supported by its Non Executive Directors,
Brendan Mullin, Colin Tucker and John Michael Watson.

•As a result of the size of Red Circle relative to zamano, the Acquisition
constitutes a reverse takeover under the AIM Rules for Companies and the IEX
Rules for Companies and is conditional, inter alia, on the approval of
Shareholders at the EGM which has been convened for 11.00 a.m. on 12
December 2007.

•If the Acquisition is approved, the admission of the Existing Ordinary
Shares to trading on AIM and IEX will be cancelled and the Company will
apply for its enlarged share capital to be re-admitted to trading on AIM and
IEX, with admission expected to occur on 13 December 2007.

The Board of zamano, who have been advised on the Acquisition by NCB Corporate
Finance, believe that the Acquisition is in the best interests of the Company
and its Shareholders and unanimously recommend that all Shareholders vote in
favour of the Acquisition, as they intend to do in respect of their own
beneficial holdings of Ordinary Shares.

John O'Shea, Managing Director of zamano, said:

"This is a transformational deal for zamano and brings together two successful
mobile technology companies, creating an enlarged company which will operate on
a global level.

The Acquisition more than doubles zamano's revenue on a pro-forma basis.

Red Circle is zamano's fifth acquisition overall and the second in 2007; the
Directors are confident that this will be another successful transaction. The
Company will continue to seek further organic and inorganic opportunities for
growth in line with the strategy.

I am delighted to welcome the Red Circle team, led by Cathal Fay, to the Group
and look forward to working with them to ensure the continuation of their strong
track record of growth and innovation."

Rod Matthews, Chairman of zamano, added:

"zamano's business continues to perform very strongly and, as I stated at the
time of our interim results announcement in September, the Board continue to be
very comfortable with market expectations for the full-year to 31 December
2007."

The Admission Document containing a notice convening an Extraordinary General
Meeting to be held at the Conrad Dublin Hotel, Earlsfort Terrace, Dublin 2,
Ireland at 11.00 a.m. on 12 December 2007 is being sent to shareholders today.

Contacts:

zamano
John O'Shea (Managing Director) +353 1 488 5830
Colm Saunders (Finance Director) +353 1 511 1224
www.zamano.com
NCB Corporate Finance
Conor McCarthy +353 1 611 5100
Shane Lawlor www.ncb.ie

Seymour Pierce
David Newton +44 207 107 8000
www.seymourpierce.com
Edelman
Rebecca Penney / Laura Cocker (London) +44 207 344 1577 / +44 207 344 1579
Mark Cahalane/ Joe Carmody (Dublin) +353 1 678 9333
www.edelman.com

Your attention is drawn to the full text of the announcement. The full terms of
the Acquisition are set out in Part VI of the Admission Document and should be
read in conjunction with this announcement. The Admission Document, including a
notice convening the EGM, together with the Form of Proxy, is expected to be
sent to Shareholders later today.

NCB Stockbrokers Limited and Seymour Pierce Limited are each acting exclusively
for zamano and for no one else in connection with the Proposals and will not be
responsible to anyone other than zamano for providing the protections afforded
to clients of NCB Stockbrokers Limited and Seymour Pierce Limited (as the case
may be) or for providing advice in relation to the Proposals or on any matter
referred to herein. The definitions of terms used in this announcement are set
out in Appendix I of this announcement.

This announcement and the information contained herein is not for publication,
distribution or release in whole or in part, in or into, the United States of
America, Canada, Australia or Japan or any other jurisdiction where such
publication, distribution or release would be unlawful.

This announcement is not an admission document nor a prospectus; it is an
advertisement, Investors should not purchase or subscribe for any securities
referred to in this announcement except solely on the basis of information
contained in the admission document, which is expected to be published by zamano
plc in due course in connection with the re-admission of its ordinary shares to
trading on AIM and IEX. Copies of the admission document will, following
publication, be available from the offices of Seymour Pierce Limited, 20 Old
Bailey, London EC4M 7EN and NCB Stockbrokers Limited, 3 George's Dock, IFSC,
Dublin 1, Ireland during normal business hours for a period of one month
following re-admission.

1. Principal terms of the Acquisition

The principal terms and conditions of the Acquisition Agreement are summarised
below. Further details on the Acquisition Agreement are outlined in the
Admission Document posted to shareholders today.

Under the Acquisition Agreement the initial consideration payable by zamano to
the Vendors at Completion is €17.2 million (the "Initial Consideration"),
subject to adjustment as explained below. This will be satisfied by the issue at
Completion of the Initial Consideration Shares valued at €4.3 million at the
Consideration Issue Price and the payment of the balance in cash.

The cash element of the Initial Consideration payable at Completion is subject
to an adjustment in respect of the estimated net cash of Red Circle five
business days before Completion.

Under the Acquisition Agreement, the Additional Consideration is payable to the
Vendors based on the EBITDA which Red Circle achieves for the three months
ending on 31 December 2007. This will be satisfied as to twenty five per cent.
by the issue of the Additional Consideration Shares at the Consideration Issue
Price and the payment of the adjusted balance in cash.

The cash element of the Additional Consideration is subject to adjustment in
respect of (a) the actual net cash position of Red Circle at Completion; (b) the
working capital position of Red Circle at Completion (both of which will be
verified by Completion accounts); (c) the corporation tax liability of Red
Circle at 31 December 2007; and (d) other specified costs of up to €100,000.
Payment of this cash element and the issue of the Additional Consideration
Shares are expected to occur in early 2008 when completion accounts and EBITDA
calculations are finalised.

At the time when the cash element of the Additional Consideration is being paid,
€2,011,000 will be deducted from it and paid into an escrow account as security
for the warranties and indemnities given by the Vendors in the Acquisition
Agreement. Certain amounts may be released from escrow upon discharge of the
related liabilities to the Company's satisfaction. The balance will be released
two years after Completion.

The maximum aggregate consideration payable for Red Circle is €24.4 million
(subject to adjustment). The maximum aggregate cash element of the consideration
of €18.3 million (subject to adjustment), along with the related transaction
expenses, will be satisfied out of new secured bank borrowings to be drawn down
under the Loan Facility (further details of which are set out in the Admission
Document). The Initial Consideration Shares will be issued at Completion and the
Additional Consideration Shares will be issued in early 2008 when the Completion
accounts are finalised.

Completion of the Acquisition is conditional, inter alia, upon, the
Reorganisation, the passing at the EGM of Resolution One by Exisiting
Shareholders and upon the availability of funding.

2. Background and rationale for the proposed Acquisition

The Board has been considering opportunities for strategic expansion through
carefully selected acquisitions and consolidation in the Company's sector. The
proposed Acquisition will be zamano's second acquisition since listing on AIM
and IEX.

The Directors identified Red Circle as a business which offers significant
strategic and financial benefits to zamano. Red Circle has its head office in
Dublin, with its core business in the United Kingdom and Ireland and emerging
businesses in both Australia and the US.

zamano currently operates in a number of sections of the value chain for the
provision of digital entertainment to mobile devices:

• zamano B2C business: develops interactive mobile applications that it
delivers to consumers, along with third party content, through its multiple
B2C brands and websites on its own MMG platform via SMS or WAP.

• zamano B2B business: provides interactive mobile applications and
content to its business partners who in turn target consumers. It delivers
business partners' applications and content to consumers on its MMG
platform.

Red Circle operates almost exclusively in the "B2C Brands" segment of the value
chain and the Acquisition will add a number of new B2C brands to zamano's
existing B2C business.

The Directors believe that Red Circle's brands will enhance zamano's B2C
business and that the acquisition of Red Circle by zamano should create
opportunities for further geographic expansion and enhance the earnings per
share before amortisation of the Enlarged Group.

3. Summary financial information of zamano and Red Circle

3.1 Summary financial information on zamano

The following financial information is an extract of zamano's historical
financial information for the three years ended 31 December 2006 and the six
month period ended 30 June 2007. Financial information for the six month period
ended 30 June 2007 and the year ended 31 December 2006 is stated under IFRS.
Prior to this, audited financial information was stated under Irish GAAP. A
reconciliation of the reported Irish GAAP financial information to the IFRS
financial information is set out in the Company's IFRS Adoption document,
published on 20 September 2007.

6 months 12 months ended 31 December
ended 2006 2006 2005 2004
30 June 2007 Unaudited Audited Audited Audited
Unaudited restated under Irish Irish Irish
IFRS IFRS GAAP GAAP GAAP
€'000 €'000 €'000 €'000 €'000
Revenue 9,671 12,352 13,357 9,694 5,067
Operating profit 1,310 2,392 2,182 1,302 155
Profit before
taxation 1,393 2,451 2,241 1,307 151
Profit after
taxation 1,183 2,207 1,997 1,276 125

3.2 Summary financial information on Red Circle

The summary financial information of Red Circle for each of the three years
ended 31 May 2007 is set out in the table below. This has been extracted without
material adjustment from the Accountants' Report in the Admission Document,
which has been prepared in accordance with IFRS, as modified to exclude those
subsidiaries which are being disposed of by Red Circle as part of the
Reorganisation. Further detail on the basis of preparation applied is set out in
the Admission Document.

12 months ended 31 May
2007 2006 2005
€'000 €'000 €'000

Revenue 31,068 28,456 17,605
Operating profit 3,417 3,102 1,402
Profit before taxation 3,778 3,148 1,402
Profit after taxation 3,294 2,739 1,257

The Board expects that the pre-tax cost savings arising from the Acquisition
will be at least €500,000 per annum once the full benefits of the Acquisition
are realised and Red Circle is fully integrated. These savings will be offset in
year one by certain integration costs of combining the two businesses.

4. Information on zamano

4.1 History

Established in 2000 with offices in the UK and Ireland, zamano is a leading
provider of digital entertainment to mobile devices. zamano has well established
operations in Ireland and the UK and a growing presence in Australia.

zamano has 40 employees, 34 of which are located at its head office in Dublin
and the remainder in London.

zamano develops, promotes and distributes digital entertainment such as mobile
content and interactive services. zamano has built an advanced technology
platform, MMG, that delivers digital entertainment both directly to consumers
through its B2C operations and indirectly through business partners via its B2B
operations. zamano also delivers business customer developed content on its MMG
platform.

zamano listed on AIM on 31 October 2006, raising €4.9 million net of expenses.
Subsequently it listed on IEX to further broaden its shareholder base and
enhance liquidity. Its strategy continues to include using the funds raised for
strategic acquisitions, investment in developing mobile applications, enhancing
its MMG platform and expansion into new territories.

During the past five years, zamano has made a number of strategic acquisitions
leading to a multi-branded suite of offerings. On 20 April 2007, in its first
acquisition since listing on a public exchange, zamano acquired the entire
issued share capital of Eirborne Text Promotions Limited ("Eirborne"), an Irish
based mobile content company active in the UK, Irish and Australian markets.
Prior to this, in May 2004, zamano acquired Enabletel Limited and since then has
operated a mobile content brand, MobileX, upon which the Group's B2C business
was founded. zamano made two acquisitions in 2002: the entire issued share
capital of M-iSphere Telecommunications Limited ("M-isphere") and the assets of
Avoca Communications Limited ("Avoca").

Revenues have been boosted by the acquisition of Eirborne. The Company continues
to invest in sales, marketing and its core applications and development team to
support further growth.

zamano's B2B business accounts for approximately 58 per cent. of overall
revenues as at 30 June 2007 with approximately 42 per cent. generated by the
sale of zamano's mobile content and interactive services in the B2C business.
The gross profit margins for the B2C services are significantly higher than the
B2B services at between 35 per cent. to 65 per cent. compared to 5 per cent. to
30 per cent. respectively. The Directors believe that growth prospects exist for
both elements of zamano's business.

As a result of growth in zamano's business and the level of data transmitted and
processed on zamano's MMG platform, zamano's annual revenues have grown
substantially over the past four financial years.

4.2 zamano B2C Business

zamano operates under a collection of brands, including MobileX and
Veronicasmoco.

zamano's first established B2C business, branded as "MobileX", delivers mobile
content and interactive services directly to consumers. It is promoted primarily
through "off the page" advertising in tabloids and magazines in Ireland.
Interactive services include competitions, horoscopes, chat and dating. zamano
both develops content in-house and also sources mobile phone content externally.

The Veronicasmoco (www.veronicasmoco.com) and www.textual.tv suite of web and
WAP portals offer content and interactive services in the UK, Irish, Australian
and American markets. Subscribers can download unlimited mobile content and send
unlimited weekly text messages from websites for weekly fees such as €2.50/
£1.75.

At present zamano's B2C brands have in excess of 235,000 active subscribers.

4.3 zamano B2B Business

zamano's MMG platform offers a diverse range of functionality and communication
capabilities to the Company's business partners, providing connectivity between
applications, Mobile Operators (including in the UK and Australia) and
consumers.

zamano's applications can be used on a stand-alone basis or as part of an
integrated bespoke combination depending on client requirements. The MMG
platform identifies which device is requesting information or content and
delivers it in a suitable format for that particular device.

Over 80 business partners currently utilise zamano's MMG technology platform on
an ongoing basis, including mobile operators, media and marketing companies as
well as mobile content providers.

Revenues are predominantly generated through mobile operators' charges to
customers for every interaction which occurs. These transactions result in a
defined revenue share being paid to zamano. The amount of revenue retained by
zamano is dependent upon the extent to which the Group's B2B customers utilize
zamano's technology services on each transaction.

5. Information on Red Circle

5.1 Introduction

Red Circle is a privately owned mobile content services provider with
headquarters in Dublin. Red Circle's core business is the provision of content
to consumers for the personalisation of mobile devices. Red Circle delivers its
content and applications via SMS and WAP.

The company has demonstrated significant organic growth in the digital
entertainment to mobile devices sector since it was incorporated in 1998 and
generated revenue of approximately €31.1 million for the year ended 31 May 2007.

Red Circle operates predominantly in the UK and Ireland. It recently established
operations in Australia and the US based on the same business model and platform
as used in the UK and Ireland.

Red Circle has in excess of 506,000 active subscribers.

5.2 History

Red Circle was founded in 1998 by Ger Dowling. Red Circle's initial focus was
the use of speech recognition for a range of applications including dating and
gaming services, but, in 2001, it began offering ringtone applications using
speech recognition.

By 2002 ringtones had become Red Circle's most successful product line and
became the strategic focus of the business using direct advertising in UK
magazines, under the brand TXT UK. In the same year, it became an early adopter
of the use of premium SMS as a billing method, which continues to be its primary
billing method. Red Circle continues to use its TXT UK brand (primarily through
print focused marketing with content sold on an a-la-carte basis) in addition to
other brands such as Zing Club (premier mobile subscription service) and Mobile
Diva (targeted at teen and young female market), each of which focuses on a
different target group and marketing media.

5.3 Business operations

Red Circle's business focuses on a B2C model of providing mobile content
services. This business model has been highly successful with revenue growth in
the UK market and emerging revenue streams in Australia and the US.

The success of Red Circle is based largely on the creative content of its
products and the use of targeted advertising, all of which are supported by an
underlying content management and data mining technology platform.

Red Circle uses a management information system which allows real time consumer
statistical monitoring to ensure the effectiveness of advertising campaigns.
Knowledge from existing customer behaviour is transferred directly to the
in-house content production team and ultimately into the mobile content and
marketing collateral, facilitating the use of a targeted analytical approach and
therefore ensuring the return from advertising investment is optimised. Red
Circle monitors evolving market trends and mobile device development to ensure
it can meet the changing demand for content.

In addition to generating its own in-house content, Red Circle works with a
broad range of third party content providers and leading licence holders.

6. Current trading and prospects

6.1 zamano

zamano expects acquisitions, territorial expansion and technology capabilities
to be key features of the Enlarged Group's growth going forward.

The Board believes zamano is well positioned to benefit from continued growth
and activity in the digital entertainment to mobile devices market which is
being driven by increasingly sophisticated handsets with higher bandwidth, lower
data download costs and the availability of higher quality and consumer relevant
content designed to fit individual mobile device screens.

The unaudited interim results for zamano for the 6 months ended to 30 June 2007
show a profit after tax figure of €1.2 million from revenues of approximately
€9.7 million. The business continues to perform very strongly and as stated when
the interim results were announced on 20 September 2007, the Board continues to
be very comfortable with the market expectations for the full year to 31
December 2007.

6.2 Red Circle

The financial information set out above shows a profit after tax of €3.3 million
for Red Circle for the year ended 31 May 2007, on revenues of €31.1 million.
Since 31 May 2007, Red Circle has traded in line with the Board's expectations.

6.3 Enlarged Group

The Directors believe that the future growth prospects for the Enlarged Group
are attractive. The Company will continue to focus on ensuring that its
technology platforms and mobile content are continually developed to meet the
changing needs of mobile device users and business partners.

7. Lock-in and orderly market agreements

The Vendors, who, on Admission, will together hold up to 14.67 per cent. of the
Enlarged Share Capital (excluding any Additional Consideration Shares), will
undertake to Seymour Pierce, NCB and the Company not (save in certain specific
circumstances) to dispose of any Consideration Shares, or any shares into which
such Consideration Shares are subdivided or converted, for a period of 12 months
following Admission, and for the 6 months thereafter only to dispose of such
shares through the Company's broker from time to time.

8. Admission and dealings

As the Acquisition constitutes a reverse takeover under Rule 14 of both the AIM
Rules for Companies and Rule 14 of the IEX Rules for Companies, application,
which is conditional on the passing of Resolution One, will be made to the
London Stock Exchange and the Irish Stock Exchange for the whole of the Enlarged
Share Capital to be admitted to trading on AIM and IEX. It is expected that
Admission will become effective and that dealings will commence on 13 December
2007. The Ordinary Shares are eligible for CREST settlement.

9. Share schemes

In addition to the Acquisition, the Board is proposing to adopt two new share
plans, a Share Participation Plan and a Share Save Plan, for employees which it
believes will help motivate and retain staff and align their interests with
those of Shareholders. Details of these proposed share plans are set out in the
Admission Document being sent to Shareholders today. The proposed share plans
will require the approval of Shareholders at the EGM.

10. Extraordinary General Meeting

The Acquisition is classed as a reverse takeover for the purpose of the AIM
Rules for Companies and the IEX Rules for Companies and is therefore conditional
upon the approval of Existing Shareholders at the EGM to be held in the Conrad
Dublin Hotel, Earlsfort Terrace, Dublin 2, Ireland at 11.00 a.m. on 12 December
2007. An Admission Document, dated today's date, has been sent to shareholders
containing full details of the Acquisition and notice of the EGM for the purpose
of considering and, if thought fit, passing the Resolution required to approve
the Acquisition of Red Circle.

11. Documentation

Shareholders are recommended to read the whole of the Admission Document and not
just rely on the summary provided here.

NCB Stockbrokers Limited and Seymour Pierce Limited are each acting exclusively
for zamano and for no one else in connection with the Proposals and will not be
responsible to anyone other than zamano for providing the protections afforded
to clients of NCB Stockbrokers Limited and Seymour Pierce Limited (as the case
may be) or for providing advice in relation to the Proposals or on any matter
referred to herein. The definitions of terms used in this announcement are set
out in Appendix I of this announcement.

DEFINITIONS

"Acquisition" the proposed acquisition by the Company of the entire
issued share capital of Red Circle pursuant to the Acquisition
Agreement

"Acquisition Agreement" the agreement dated 23 November 2007 between (1) the
Vendors, (2) the Company and others relating to the
Acquisition, which is conditional, inter alia, on the
passing of Resolution One at the EGM, further details
of which are set out in the Admission Document

"Additional a sum equal to 6.3 times the EBITDA of Red Circle for
Consideration" the three months to 31 December 2007, up to a maximum
of €7.2 million calculated in accordance with the
Acquisition Agreement

"Additional such number of Ordinary Shares (rounded down to the
Consideration Shares" nearest whole number) as will, based on the
Consideration Issue Price, have an aggregate value
equal to 25 per cent. of the Additional Consideration

"Admission" the re-admission of the Existing Ordinary Shares and
the admission of the Initial Consideration Shares to
trading on AIM and IEX and such admission becoming
effective in accordance with the AIM Rules for
Companies and IEX Rules for Companies respectively

"Admission Document" the document used for the purpose of Admission

"AIM" the AIM market of the London Stock Exchange

"AIM Rules for the rules of the London Stock Exchange which set out
Companies" the rules and responsibilities in relation to companies
whose shares are admitted to trading on AIM, as amended
from time to time

"Board" or "Directors" the directors of the Company

"Company" zamano plc incorporated in Ireland with registered
number 329336

"Completion" Completion of the Acquisition on the terms set out in
the Acquisition Agreement

"Consideration" €24,400,000 (as adjusted in accordance with the
Acquisition Agreement) including the issue of the
Consideration Shares to be paid and issued,
respectively, to the Vendors in accordance with the
Acquisition Agreement

"Consideration Issue the higher of €0.36 and the average closing price of
Price" the Ordinary Shares on IEX for the five trading days
prior to Completion

"Consideration Shares" up to 16,944,444 new Ordinary Shares comprising the
Initial Consideration Shares and the Additional
Consideration Shares

"CREST Regulations" the Companies Acts 1990 (Uncertificated Securities)
Regulations 1996 (SI 68 of 1996) of Ireland

"CREST" the relevant system (as defined in the CREST
Regulations) for the paperless settlement of share
transfers and the holding of shares in uncertificated
form in respect of which CRESTCo Limited is the
Operator (as defined in the CREST Regulations)

"CRESTCO" CRESTCo Limited

"EBITDA" earnings before interest, taxation and depreciation and
amortisation

"Enlarged Group" the Company and its subsidiaries following Completion

"Enlarged Issued Share the number of issued Shares immediately following
Capital" or "Enlarged Admission, consisting of the Existing Issued Shares and
Share Capital" the Initial Consideration Shares

"Existing Issued Share the existing issued Ordinary Shares
Capital" or "Existing
Ordinary Shares"

"Existing Shareholder" a holder of Ordinary Shares

"Form of Proxy" the form of proxy which accompanies the Admission
Document for use by the Existing Shareholders in
connection with the EGM

"Further Enlarged Share the aggregate of the Existing Issued Shares and the
Capital" Consideration Shares

"Group" or "zamano" the Company and its subsidiaries as at the date of the
Admission Document

"Ireland" the island of Ireland excluding Northern Ireland, and
the word "Irish" shall be construed accordingly

"IEX" The Irish Enterprise Exchange, a market regulated by
the Irish Stock Exchange

"IEX Rules for the Rules of the Irish Stock Exchange which set out the
Companies" rules and responsibilities in relation to companies
whose shares admitted to trading on IEX, as amended
from time to time

"IFRS" International Financial Reporting Standards as adopted
by the
International Accounting Standards Board

"Initial Consideration" up to €17,200,000 as adjusted in accordance with the
Acquisition Agreement to be paid to the Vendors

"Initial Consideration such number of Ordinary Shares (rounded down to the
Shares" nearest whole number) as will, based on the
Consideration Issue Price, have and aggregate value of
€4,300,000

"IR£" Irish Pounds

"Irish GAAP" Irish generally accepted accounting principles

"Irish Stock Exchange" the Irish Stock Exchange Limited

"Loan Facility" the loan facility to be made available to the Company
to fund the
Acquisition, on the terms of the agreement described in
the Admission Document

"London Stock Exchange" London Stock Exchange plc

"NCB" NCB Stockbrokers Limited, the Company's finance
adviser, IEX adviser and joint broker for the purposes
of the IEX Rules for Companies

"Ordinary Shares" or ordinary shares of €0.001 each in the capital of the
"Shares" Company

"Proposals" the Acquisition, the Admission and the approval of the
New Schemes

"Red Circle" Red Circle Technologies Limited, a company registered
in Ireland with company number 285500

"Reorganisation" (a) the disposal by Red Circle of its shareholdings in
Fullthor Media Services Limited, Carapoca Limited and
Red Circle Technology Philippines Inc. which is a
condition precedent of the Acquisition upon terms
agreed with the Company; and (b) the assignment by Red
Circle of a lease of property in London upon terms
agreed with the Company

"Resolutions" the resolutions set out in the notice for the EGM

"Resolution One" the first resolution as set out in the notice of the
EGM

"Seymour Pierce" Seymour Pierce Limited, the Company's nominated advisor
and joint broker for the purposes of the AIM Rules for
Companies

"Shareholders" holders of Shares

"Share Participation the proposed new all employee share participation plan,
Plan" a summary of which is set out in the Admission Document

"Share Save Plan" the proposed new all employee share save plan, a
summary of which is set out in the Admission Document
"subsidiary" or have the meanings respectively ascribed to them by the
"subsidiary Acts
undertaking",
"associated undertaking"
and "undertaking"

"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern
Ireland

"uncertificated" or "in recorded on the relevant register of the share or
uncertificated form" security concerned as being held in uncertificated form
in CREST and title to which may be transferred by means
of CREST

"US" the United States of America

"Vendors" Grillon Holdings Limited, Kevin Moore, Sean O'Neill,
Julian Moore, Cathal Fay, Eoin Dowling and Kevin
Burkitt

"€" euro, the currency for the time being of Ireland

GLOSSARY

Application a technology structure that administers mobile services or
content

B2B Business-To-Business, being a transaction that occurs between
two companies, as opposed to a transaction involving a consumer

B2C Business-To-Consumer, being a transaction that occurs between a
company and a consumer, as opposed to a transaction between
companies

Content (or applications, downloads and services or mobile devices,
mobile content) including, inter alia, ringtones, images, games, videos and
music

Java a high level object oriented programming language developed by
Sun Microsystems

MMG Mobile Messaging Gateway, the zamano developed proprietary
platform that delivers digital entertainment via premium SMS or
WAP to mobile devices

Mobile Operator companies such as Vodafone, O2 and Orange who provide and
or MNO operate mobile phone networks

Premium Rate a premium rate text message or WAP download containing content
Data Services that the mobile phone user pays either through his/her monthly
bill issued by a mobile operator or by an immediate deduction
from the mobile phone user's pre-paid phone credit

SMS Short Message Service. A facility for sending short text
messages between mobile phones, other hand held devices and
landline telephones, for the purposes of personal communication
as well as ordering mobile content or entering competitions

WAP Wireless Application Protocol. A global open standard for
accessing online services through mobile phones

ENDS

This information is provided by RNS
The company news service from the London Stock Exchange

END
ACQUVORRBORAUUA