NTWX Nettworx

RNS Number:8062J
Nettworx PLC
13 December 2007



                              Nettworx plc



                 Irrevocable Undertaking and Share Subscription





Discussions with Sim4Travel Holdings plc

Coms plc ("Coms") is a company whose shares are traded on AIM, has today
announced that it is in discussions with Sim4Travel Holdings plc ("Sim4Travel"),
a company whose shares are traded on the Plus quoted market, which may or may
not lead to an offer being made for the whole of the issued share capital of
Sim4Travel.  Nettworx invested in Sim4Travel on the 13 April 2007  and currently
holds 117,333,333 ordinary shares in the capital of Sim4Travel (representing
11.8% on a fully diluted basis) and �756,000 convertible loan notes which are
convertible into 126,000,000 ordinary shares and a further warrant to subscribe
for 30,000,000 shares in Sim4Travel.

Coms

Coms was founded by Jason Drummond in 2000 with a vision of using the Internet
to carry and deliver voice telephone calls.  Unlike Skype, Coms is based upon
the industry standard SIP protocol which enables the widest possible connection
of customers, devices and integrated Web 2.0 applications.  For the year ended
31 January 2007, Coms had income of �106,380 and a gross profit of �27,046.  It
made a loss after tax of (�664,331), had year end cash balances of �178,522 and
consolidated net assets of �1,942,336.



Sim4Travel

Sim4Travel is a telecoms network independent company that offers travellers an
alternative to their domestic network solutions by providing travellers with new
international (Pay As You Go) SIM cards for use whilst abroad. Sim4Travel's
service, which covers over 120 countries, significantly reduces, and in some
cases completely avoids international roaming charges.  In addition, Sim4Travel
provides support that includes a top-up facility and UK based customer care,
both of which can be accessed at any time from anywhere around the world.



Sim4Travel was incorporated in September 2004 and admitted to trading on the
Plus quoted market (then Ofex) on 5 May 2006.



Information relating to a proposed offer

The basis of a proposed offer for Sim4Travel, should the discussions progress,
will be a share for share exchange (with no cash alternative) and, in the light
of Sim4Travel's early stage of development, current trading and financial
position the aggregate value of the proposed offer is likely to be in the region
of �3m, compared with Sim4Travel's current market capitalisation of
approximately �7.4m.



Loan from Coms to Sim4Travel

Sim4Travel's financial position is such that interim funding is presently
required to meet Sim4Travel's working capital requirements in the short term.



Coms entered into a loan agreement with Sim4Travel on 5 December 2007.  Under
the terms of this agreement, Sim4Travel can borrow up to �500,000 from Coms at a
rate of interest equal to 5% per annum over the Barclays Bank Plc base rate.
The loan and accrued interest are repaid on 30 March 2008 or on any later date
agreed between Coms and Sim4Travel.  The loan has been secured by way of a fixed
and floating charge over the Sim4Travel's assets granted to the company granted
to Coms under a debenture dated 5 December 2007.



Discussions with Nettworx and Irrevocable Undertaking

As part of its discussions with Sim4Travel, Coms has also been in talks with
Nettworx.  These talks have led to Nettworx giving to Coms a conditional
irrevocable and binding undertaking under which Nettworx has agreed to the
following obligations:



1.                  Nettworx will accept the terms of a proposed offer if and
only if such proposed offer for Sim4Travel is made by Coms following a Takeover
Code Rule 2.5 announcement ('Announcement of a firm intention to make an
offer').



2.                  Nettworx will, in the event that an offer document is
posted, accept the proposed offer in relation to both Nettworx's 117,333,33
ordinary shares in the capital of Sim4Travel and the 120,000,000 ordinary shares
which will arise from conversion of �756,000 convertible loan notes which
Nettworx holds (referred to in paragraph 4 below), even if a higher alternative
offer has been made to Sim4Travel's shareholders.

3.                  At the same time, and conditional only upon the posting of
an offer document to Sim4Travel's shareholders, Nettworx will subscribe for
�500,000 for 83,333,333 new ordinary shares in the capital of Coms at 0.6p per
share by way of a private placing.  In addition, subject to compliance with the
Takeover Code or any other regulatory issues, Nettworx will be issued a warrant
to subscribe for a further 50,000,000 ordinary shares in the capital of Coms at
an exercise price of 0.6p and exercisable at any time during the 12 month period
following the warrant issue. This will be in consideration of Nettworx waiving
its right under its existing warrants over 30,000,000 shares in Sim4Travel.

4.                  Nettworx will convert into equity all its outstanding
Sim4Travel convertible loan notes dated 13 April 2007 immediately upon the
Company declaring the proposed offer has become unconditional as to acceptances.

Nettworx will hold the shares that it receives in Coms pursuant to the
subscription and acceptance of the offer for Sim4Travel as part of its
investment portfolio.  Nettworx has agreed with Coms that any disposals of such
shares during the 12 months from the date upon which the offer is declared
unconditional in all respects will only be made through the broker from time to
time of Coms.

Reasons for the Announcement and AIM Rules 12 and 13

The Irrevocable Undertaking commitments referred to above are being disclosed at
this time in accordance with AIM Rules as notwithstanding their being
conditional upon a potential Takeover Code Rule 2.5 announcement in relation to
the proposed offer for Sim4Travel, the satisfaction of the condition is outside
the control of Nettworx.

The irrevocable commitment to dispose of Nettworx's shareholding of existing
Sim4Travel shares and further shares to be issued on the conversion of its
convertible loan notes will be a substantial transaction for the purpose of AIM
Rule 12 and the irrevocable commitment to subscribe for �500,000 for new
ordinary shares in the capital of Coms at 0.6p per share by way of a private
placing will be a related party transaction in accordance with AIM Rule 13,
given that Jason Drummond is a director and the Chairman of Coms and is also a
director of Nettworx.  Jason Drummond is also a substantial shareholder in Coms.
The Directors of Nettworx, other than Jason Drummond, consider having consulted
with the Nettworx nominated adviser, that the terms of the transaction are fair
and reasonable insofar as the shareholders of Nettworx are concerned.



Coms Announcement

Coms is today making an announcement with regard to the discussions with
Sim4Travel and the share subscription by Nettworx.



Sim4Travel Announcement

Sim4Travel is today making an announcement in accordance with the Takeover Code
that it is in talks with Coms which may or may not lead to an offer being made
for the whole of the issued share capital of Sim4Travel.



Date: 13 December 2007





Contact: Jonathan Rowland

Nettworx plc

Tel: +44 (0) 207 087 7970



Contact: Mark Ashurst

Canaccord Adams

Tel: +44 (0) 207 050 6500


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

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