SGH Satcom Grp

RNS Number:9164F
SatCom Group Holdings plc
10 July 2006


Press Release                                                       10 July 2006



     SatCom expands in USA with acquisition of World Communications Center

                  Placing of new shares and convertible bonds


                                 Notice of EGM



Acquisition

SatCom Group Holdings plc ("SatCom" or "the Group"), a reseller of mobile
satellite communications, announces that it has today entered into a conditional
agreement ("Acquisition Agreement") to acquire World Communications Center 
("WCC"), a  leading provider of global satellite communication solutions.



The initial consideration for the acquisition is US$4.1 million, of which US$0.8
million is to be paid in cash and the balance is to be satisfied by the issue of
approximately 3.5 million new ordinary shares of US$ 0.10 each in the capital of
SatCom (the "Consideration Shares"), and by the issue of US$ 1.1 million 4 per
cent. convertible unsecured bonds due 2009 (the "Consideration Bonds").
Additional deferred consideration may be payable in two instalments, based on
WCC's future performance.



The first tranche of the deferred payment of US$0.15 million will be payable in
September 2007 provided the profit before tax for the financial year ending 30
June 2007 is US$ 0.75 million.  The second tranche of the deferred payment of
US$0.75 million will be payable in September 2008 provided the profit before tax
for the financial year ending 30 June 2008 is US$ 1 million.  In either of those
years should the profit before tax exceed the specified amounts, additional
consideration will be payable on a US$ for US$ basis up to an agreed cap.



WCC is headquartered in Chandler, Arizona.  WCC sells directly through its own
sales force and through its network of over 50 dealers and resellers around the
world.  WCC is an approved supplier of Iridium services to all US federal
government agencies, state agencies, and municipalities under GSA, with
particular emphasis on Iridium satellite hardware and airtime. As a service
provider of Iridium satellite services, WCC's customer base includes Boeing, US
Coast Guard and NASA.



SatCom continues to pursue a strong acquisitive growth strategy.  WCC is the
third acquisition by SatCom since joining AIM in July 2005 and meets Satcom's
strategic objectives. WCC's key management will remain with the company, service
its customers and will have access to the full range of SatCom's portfolio of
logistical and value-added services.  SatCom and WCC envisage opportunities for
cost savings and for cross selling of mobile satellite products following
completion of the acquisition.



During the year ended 31 December 2005, WCC's turnover was US$10.1 million,
gross profit was US$ 3.2 million and profit before tax was US$450,000.  As at 31
December 2005 WCC's net assets stood at US$400,000.



Fundraising

SatCom is also proposing to raise GBP 550,000 before expenses through a
conditional placing by Teather & Greenwood Ltd of approximately 320,000 new
ordinary shares (the "Placing Shares") at a price of 31p per share and #450,000
convertible unsecured bonds due 2010 (the "Placing Bonds"), to cover cash
payments at completion, transaction costs and to provide additional working
capital for the Group.



Extraordinary General Meeting

An Extraordinary General Meeting will be held at Shoosmiths, Apex Plaza, Forbury
Road, Reading RG1 1SH at 11am on 2 August 2006 to approve a special resolution
to disapply pre-emption rights.  The Executive directors of SatCom and Adam
Thompson, President of SatCom Distribution, Inc., have undertaken to vote in
favour of the resolution in respect of their beneficial shareholdings,
representing 94 per cent. of the issued share capital of SatCom.



Admission and commencement of dealings in the Placing Shares and the Placing
Bonds is expected to take place on 14 July 2006.  Admission and commencement of
dealings in the Consideration Shares is expected to take place on 8 August 2006.



The Consideration Shares and the Placing Shares shall rank pari passu in all
respects with the existing ordinary shares in SatCom and the existing
convertible unsecured bonds due 2009 respectively and will be issued in
registered form and will be eligible for settlement in CREST.  An application
for admission to trading on AIM will not be sought for the Consideration Bonds.



Mark White, Chief Executive of SatCom, said:  "This is an exciting deal for
SatCom.  WCC meets all of our acquisition criteria and we see considerable
synergies between both businesses, bringing both operational and cost-saving
opportunities.



"The acquisition will be earnings enhancing in the first year and will further
drive the Company's turnover and take us into new sectors in additional
territories'.



                                    - Ends -

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 / Bob Davies                              Tel: +44 (0) 207 951 2000
jstephan@uk.ey.com


Teather & Greenwood Limited
Jeff Keating / Fred Walsh                              Tel: +44 (0) 207 426 9000
Jeff.keating@teathers.com                              www.teathers.com



Media enquiries:
Abchurch
Heather Salmond / Chris Lane                           Tel: +44 (0) 20 7398 7700
heather.salmond@abchurch-group.com                     www.abchurch-group.com



Notes to Editors



About SatCom



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



SatCom is based in Salisbury in the UK, with further offices in the USA, Dubai
and throughout the Asia region.  SatCom has established a robust customer base
of approximately 10,000 active terminals and is able to offer all communication
solutions.



Products range from small, handheld phones through to terminals such as the
Inmarsat B-GAN, a high speed satellite Internet Protocol modem operating at
speeds of up to 432 kbits/s.   In addition, SatCom provides airtime services via
the three satellite operators to key customers including dealers, commercial
companies and Governments.



The user terminals 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.



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.




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

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