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Interregnum plc: Subsidiary company announces merger and intention to float on AIM

27 April 2005 -- Interregnum plc (“Interregnum”), the technology merchant bank, announces today that it has reached agreement to merge its subsidiary companies, Interregnum Wireless Holdings Limited (“IWH”) and Cellular Design Services Limited (“CDS”) with Red-M (Communications) Limited, with the intention of floating the combined business on the Alternative Investment Market (AIM) in the first half of 2005. The combined business will be named Red-M Group Limited (“Red-M”).

This creation of one of the leading companies in secure wireless communications marks a major advance in Interregnum’s previously-declared strategy of acquiring principal stakes in technology businesses where it is able to work directly with management to influence their strategy and operations and, ultimately, generate attractive returns for shareholders.

The principal business of Red-M is the provision of wireless security software products and wireless design, implementation and consultancy services. These offerings help organisations to plan and manage their networks, particularly by monitoring and controlling wireless activity in the airspace in and around buildings.

Red-M’s core products comprise sensors and management software which generate sales and licence revenue plus recurring annual support and maintenance fees. Red-M’s wireless consultancy, design and implementation services are sold on a project basis with recurring revenues associated with maintenance and airspace management services. Customers of Red-M include leading enterprises, government departments, network operators and landlords such as BAA and T-Mobile.

The combined business will be well placed to address the fast-growing wireless market through the provision of securely managed networks. It is estimated that 80 percent of critical business processes will use real time mobile data by 2010 (Gartner Group, April 2005) and that the broader segment of all WLAN mobile devices will grow at a 300 percent CAGR between 2004 and 2008 (IDC 2004). Forrester Research estimated that the number of European web-enabled phone users would total 220 million by the end of 2004 with a 56 percent penetration rate, compared to less than 1 million at the end of 1999.

The growth in wireless usage is accompanied by a proliferation of wireless technologies such as GSM, 3G, WLAN, WiMAX, Bluetooth, and TETRA. This convergence of computer and telephony wireless networking is increasing the complexity of the wireless environment, leading to a greater need for secure, shared infrastructure and optimal management of networks.

The new board of Red-M will include:

** Michael McTighe (Chairman) is a non-executive director of Alliance & Leicester plc, chairman of Corvil Networks and a number of other technology companies, and was formerly Chief Executive of Global Operations at Cable & Wireless plc.
** Karl Feilder (Chief Executive) was formerly the CEO of Red-M (Communications) Ltd. Karl is an expert in wireless technology and has a track record of developing software businesses. He co-founded Network Managers Ltd, which was sold to Microsoft in 1995.
** Simon Saunders (Chief Technology Officer) was formerly the CEO of CDS. Simon is an expert in mobile communication systems, having written over 100 papers and a book 'Antennas and Propagation for Wireless Communication Systems', on the subject. He is also the author of 15 patents spanning a wide range of wireless technologies.
** Roger Jeynes (Non-Executive Director) who is the Chief Operating Officer of Interregnum.
Interregnum owns approximately 45% of the issued share capital of the merged business prior to IPO and fund raising, with the other principal shareholders being Funds advised by Apax Partners, Amadeus Capital Partners and Red-M’s management.

Ken Olisa, Chairman and CEO of Interregnum, said: “The convergence of computer and telephony wireless networking is increasing the complexity of the wireless environment, leadi

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