SatCom Group Holdings plc
AIM : SGH

SatCom Group Holdings plc

September 26, 2005 02:01 ET

SatCom Expands in Asia with Acquisition of Horizon Mobile Communications

SALISBURY, UNITED KINGDOM--(CCNMatthews - Sept. 26, 2005) -

Introduction

SatCom Group Holdings plc (AIM:SGH) ("SatCom" or "the Group"), a reseller of mobile satellite communications, announces that it has today entered an agreement ("Acquisition Agreement") to acquire Horizon Mobile Communications Co., Ltd., ("HMC") a dedicated supplier of mobile satellite communications and integrated IT solutions predominantly to the Asian maritime market. The initial consideration is US$3.77 million, of which US$3.06 million is to be paid in cash and the balance is to be satisfied by the issue of new ordinary shares of US$ 0.10 each in the capital of SatCom ("New SatCom Shares").

Additional deferred consideration may be payable in two instalments based on HMC's future performance, up to a maximum of US$1.86 million.

This is the first acquisition by SatCom since joining AIM in July 2005 and meets one of it's strategic objectives of expanding into the commercial shipping market. The acquisition is immediately earnings enhancing for SatCom. This statement should not be interpreted to mean that SatCom's future earnings per share will necessarily be greater than its historic published earnings per share.

HMC's staff and management will continue to operate the company and service its customers. SatCom and HMC envisage opportunities for cost savings and cross selling following completion of the acquisition.

Background to HMC

Headquartered in Bangkok, Thailand with its main sales office in Singapore, HMC also has offices in Hong Kong, Japan and Australia. HMC's customer base is made up largely of shipping fleets to which it offers mobile satellite communications and integrated IT solutions as well as value added services, including HMC mail, fleet management and fleet management operations.

During the year ended 31 December 2004 HMC's turnover was US$8.75 million, gross profit was US$ 2.95 million and profit before tax was US$281,000. As at 31 December 2004 it's net assets stood at US$2.35 million.

Terms of the Acquisition Agreement

The Acquisition Agreement provides for the acquisition by SatCom from a small group of vendors of shares in HMC ("HMC Shares") completion of which is expected to occur on or around 29 September 2005.

Under the Acquisition Agreement, vendors holding approximately 52.1 per cent. of the HMC Shares have elected to be paid a single payment on completion in cash of, in aggregate US$2.34 million and vendors holding approximately 47.9 per cent. of the HMC Shares have elected to be paid on the basis of an initial payment on completion of, in aggregate US$1.43 million plus two further instalments ("Earn-out") dependent upon the future performance of HMC.

The first tranche of the deferred payment will be payable in March 2006 provided the gross profit for the year ending 31 December 2005 exceeds US$3.275 million. The maximum aggregate amount payable will be US$0.86 million if the gross profit for that year is equal to or greater than US$3.725 million. The actual payment will vary in proportion between the upper and lower gross profit limits.

The second tranche of the deferred payment will be payable in March 2007 provided the gross profit for the year ending 31 December 2006 exceeds US$1.31 million. The maximum aggregate amount payable will be US$1.0 million if the gross profit for that year is equal to or greater than US$3.9 million. The actual payment will vary in proportion between the upper and lower gross profit limits.

Under the Earn-out both the initial payment and the deferred payments are determined on the basis of 50 per cent. in cash and 50 per cent. by the issue of New SatCom Shares. The value of the New SatCom Shares will be calculated at the GBP/US$ exchange rate prevailing three business days prior to the payment date and at a price of 5 per cent. less than the average closing mid-market price on the previous 30 days prior to the third business day before each payment subject to a minimum price of 30p per New SatCom Share.

The New SatCom Shares shall rank pari passu in all respects with the existing ordinary shares in SatCom. The New SatCom shares will be issued in registered form and will be eligible for settlement in CREST.

In addition to the consideration payable to the vendors, SatCom has agreed to make a payment to the Chairman of HMC, who will resign as Chairman on completion but will continue as a non-executive director of the company. The payment is in respect of the cancellation of contractual rights and a transaction fee. The total payment is US$300,000 payable on completion, of which US$150,000 is to be paid in cash and the balance is to be satisfied by the issue of New SatCom Shares. The value of the New SatCom Shares will be determined on the same basis as for those vendors electing for the Earn-out.

SatCom has also agreed to make a payment in cash on completion of US$100,000 to the management team of HMC in connection with existing commitments by HMC.

Each of the vendors electing to take the Earn-Out has agreed not to dispose of any New SatCom Shares issued to them for a period of 6 months from the date of issue, except in certain circumstances, and have given certain undertakings relating to preserving an orderly market in SatCom's shares for a further period of 6 months.

Mark White founder and Chief Executive of SatCom said: "This is an exciting deal for SatCom. With more than 20 years of combined maritime and communications experience, HMC was our first choice for mobile satellite communications throughout Asia. The deal opens up the growing Asian market to SatCom and further gives us the opportunity to enter the marine sector in our other territories - a sector we have identified as an area of potential significant growth."



For further information:
SatCom Group Holdings plc

Mark White, Chief Executive Officer Tel: +44 (0) 1722 439 206
Mark.white@satcomgroup.com www.SatComgroup.com


Martin Ward, Chief Financial Officer Tel: +44 (0) 1722 439 201
martin.ward@satcomgroup.com www.SatComgroup.com

Ernst & Young LLP

John Stephan, Tel: +44 (0) 207 951 2000
jstephan@uk.ey.com


Teather & Greenwood Limited

Stephen Austin, Corporate Finance Tel: +44 (0) 207 426 9000
stephen.austin@teathers.com www.teathers.com

Media enquiries:
Abchurch

Heather Salmond / Dana Thomas Tel: +44 (0) 20 7398 7700
heather.salmond@abchurch-group.com www.abchurch-group.com


Notes to Editors

SatCom is a global reseller of airtime services and satellite systems hardware (mobile handsets) for major satellite systems operators, including Inmarsat, Thuraya and Iridium. SatCom's key target markets include the US, Europe, Asia and Middle East.

SatCom is based in Salisbury in the UK, with further offices in New York, Washington and Hong Kong. SatCom has established a robust customer base of over 7,500 active terminals and is able to offer all communication solutions including voice, fax and data. SatCom, through its subsidiary O'Gara Satellite Systems Inc, has also established itself as one of five preferred suppliers to the US Government.

Products range from small, handheld phones through to terminals such as the Inmarsat Regional B-GAN, a high speed satellite Internet Protocol modem operating at speeds of more than twice the speed of the GPRS terrestrial system. In addition, SatCom provides airtime services via the three satellite operators to key customers including dealers, commercial companies and Governments.

The handsets are used with a SIM card that is registered by the end user at www.simreg.com. This website is proprietary to SatCom, allowing SatCom to register terminals and for customers to purchase prepaid airtime online.

SatCom has enjoyed strong increases in sales and profitability through organic growth and acquisition. SatCom acquired a US airtime company O'Gara Satellite Systems in 2002, which currently contributes nearly 30% of the Group's turnover. In November 2004 SatCom successfully acquired Northstar Communications, Inc. The Group recently reported an EBITDA of $3.0 million and a profit before tax of US$2.6 million on $47.9 million of revenues for the financial year ended 30 June 2005.

Iridium is the only operator to offer a fully global, mobile satellite system, providing voice and data solutions via a network of 66 low earth orbit ("LEO") satellites built by Boeing. The Iridium service is delivered to and from remote areas so is ideally suited for industrial applications such as heavy construction, defence, maritime, oil and gas and aviation.

Thuraya offers cost effective satellite services to nearly one third of the globe. Thuraya's satellite operations cover Europe, the Middle East, North Africa and the Indian subcontinent and operate via a geo-stationary satellite system. The Thuraya system includes a second satellite launched in early 2003 and a third satellite is planned in order to expand system capacity even further.

Inmarsat was the world's first global mobile satellite communications operator and is still the only one to offer a mature range of modern communications services to maritime, land-mobile, aeronautical and other users. It operates a constellation of geo-stationary satellites designed to extend phone, fax and data communications all over the world.

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