WIN plc Announces Acquisition of Pop-i Media Limited

WIN, a dynamic enabler of entertainment, information and interaction services in the mobile media environment, is pleased to announce the acquisition of the entire issued share capital of Pop-i Media Limited ('Pop-i').

Pop-i provides services (branded and white label) for individuals to upload images to media websites (principally ITN and Sky) and facilitates interactive competitions and promotions for these media clients. It has provided services to ITN and Sky for competitions such as ITN TV Lookalike and Sky Text Me and My Sports Moment. Pop-i is one of only ten service providers to be incorporated into the Sky Red Button interactive service home page. Pop-i has created an MMS solution and an application to drive usage and interest in the sector of picture messaging and the sending of these messages via mobile phones and related technology. The model is built around 'ease of use' and is driven by competitions through key partners, who themselves promote the service through their audience and share the revenue, enabling them to build media communities.

To date the business has had positive commitment from a number of key UK media partners, all of whom are now looking to increase their involvement following the acquisition by WIN. The business will be integrated into WIN's existing media platform and product range, giving it immediate access to the market-leading network that WIN has created over the past decade. Barry McGovern, one of the founders of Pop-i, will continue to support the development of the business and, in particular, to manage and expand the existing media relationships.

WIN will pay a nominal initial cash consideration of £5 for the acquisition and a deferred consideration of up to a maximum of £3.5 million, subject to the financial performance of Pop-i for the year ending 31 December 2008. In addition, WIN will assume Pop-i's liabilities of £125,000. The first 25% of any deferred consideration will be payable in cash and the balance will be paid at WIN's election in either cash or new WIN ordinary shares. For the year ended 31 August 2006, Pop-i's turnover was £1,500 and loss before taxation amounted to £4,006. Net liabilities as at 31 August 2006 amounted to £27,744. The transaction will not have a significant effect on WIN in the current financial year.

Graham Rivers, Chief Executive of WIN, commented: 'This acquisition provides an exciting opportunity to make greater use of picture messaging, as well as allowing us to develop our existing media business. Pop-i brings an impressive portfolio of clients to the Group and we believe that the future development of our business will see greater use of media and video images within digital marketing as well as the commercialisation of interactive media.'

Pop-i has been in a development phase over the past two years and the acquisition will enable WIN to exploit Pop-i's technology and media contracts.