WILink plc - Offer for WILink PLC

25 April 2006

Offer for WILink PLC

Headline
Released
Number

Offer for WILink PLC
07:01 25-Apr-06
9259B

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN, INTO OR FROM AUSTRALIA, CANADA OR JAPAN

FOR RELEASE AT 7.00 AM ON 25 APRIL 2006

RECOMMENDED CASH OFFER

WATERFALL ACQUISITION, INC.

and (outside the United States) by

N M ROTHSCHILD & SONS LIMITED

on its behalf

for

WILINK plc

SUMMARY

The Board of Waterfall Acquisition and the Independent Directors of WILink announce that they have reached agreement on the terms of a recommended cash offer to be made by Waterfall Acquisition, and (outside the United States) by Rothschild on its behalf, to acquire the entire issued and to be issued share capital of WILink. Waterfall Acquisition is a company recently formed at the direction of SV, on behalf of the Funds which are advised by SV, for the purpose of making the Offer.
The Offer will be 300 pence in cash for each WILink Share, which values the entire issued share capital of WILink at approximately £26.1 million.
The Independent Directors, who have been so advised by Strand Partners, consider the terms of the Offer to be fair and reasonable and will unanimously recommend that WILink Shareholders accept the Offer.
Waterfall Acquisition has entered into a conditional agreement with Management under which Management have agreed to sell 1,631,761 WILink Shares, representing approximately
18.4 per cent. of the issued WILink Shares (taking into account the new WILink Shares to be issued to Patrick Galleher under the Share Award), to Waterfall Acquisition in consideration for the issue to Management of shares of B common stock in Waterfall Acquisition. This Share Exchange, Subscription and Shareholders’ Agreement is conditional, inter alia, on the Offer becoming or being declared unconditional in all respects.
Waterfall Acquisition has received irrevocable undertakings to accept, or to procure the acceptance of, the Offer from the Independent Directors, certain other executive directors and certain other shareholders of WILink in respect of, in aggregate, 3,260,780 WILink Shares, representing approximately 37.5 per cent. of the existing issued WILink Shares. In addition, Waterfall Acquisition has received irrevocable undertakings to accept, or to procure the acceptance of, the Offer from certain institutional shareholders in respect of, in aggregate, 2,254,287 WILink Shares, representing approximately 26.0 per cent. of the existing issued WILink Shares.
In aggregate, Waterfall Acquisition has received irrevocable undertakings to accept, or to procure the acceptance of, the Offer in respect of 5,515,067 WILink Shares, representing approximately 63.5 per cent. of the existing issued WILink Shares and representing approximately 78.2 per cent. of the existing issued WILink Shares which are the subject of the Offer.
Accordingly, Waterfall Acquisition has entered into a conditional sale agreement and has received irrevocable undertakings to accept, or procure the acceptance of, the Offer in respect of, in aggregate, 7,146,828 WILink Shares, representing approximately 80.7 per cent. of the issued WILink Shares taking into account the new WILink Shares to be issued to Patrick Galleher under the Share Award.

Commenting on the Offer, Nicholas E. Somers, a partner of SV Investment Partners, said:

“As listed companies in North America and Europe increasingly look to execute more targeted communication programs, we are delighted to be partnering with WILink’s highly experienced management team to leverage their expertise in this growing sector. We look forward to bringing our experience in the business services sector to WILink, which as a well-capitalized private company will be ideally positioned to build on its leadership position in providing high-tech corporate communications solutions and to further expand its product offering and client base.”

Michael Cooling, Senior Independent Director of WILink, commented: "This is the right strategic move for WILink. It serves the best interests of shareholders, employees and the company's clients and media partners and secures the company's future at a time when the communications market is consolidating rapidly."

Enquiries:

Waterfall Acquisition, Inc.
Tel: +1 212 735 0701
Nicholas E. Somers

N M Rothschild & Sons Limited
Tel: +44 (0) 7280 5000
Matthew Metcalfe
Dominic Wallis

WILink plc
Tel: +44 (0) 7860 589586
Peter Wakeham

Strand Partners Limited
Tel: +44 (0)20 7409 3494
Simon Raggett
Rory Murphy

Lincoln International LLC
Tel: +1 312 580 339
Rob Brown
Robert Satow

This summary should be read in conjunction with the full text of the following announcement. Terms used in this summary shall have the meaning given to them in the full announcement.

The conditions of the Offer are set out in Appendix I to this announcement. Appendix IV to this announcement contains definitions of certain terms used in this announcement.

This announcement does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer is being made solely by the Offer Document and the Form of Acceptance, which contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. WILink Shareholders are advised to read carefully the formal documentation in relation to the Offer (including, without limitation, the Offer Document and the Form of Acceptance). The Offer Document and the Form of Acceptance will be despatched to WILink Shareholders today.

The availability of the Offer to WILink Shareholders who are not resident in the United Kingdom or the United States may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of those jurisdictions.

The Offer will not be made, directly or indirectly, in, into or from, or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of Australia, Canada and Japan and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities in or from Australia, Canada and Japan. Accordingly, copies of this announcement or any other documents related to the Offer are not being, and must not be, directly or indirectly mailed or otherwise forwarded, transmitted, distributed or sent in, into or from Australia, Canada and Japan and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, transmit, distribute or send such documents in, into or from Australia, Canada and Japan as doing so may invalidate any purported acceptance of the Offer.

Further details in relation to overseas shareholders will be set out in the Offer Document.

N M Rothschild & Sons Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to SV and Waterfall Acquisition and no one else in connection with the Offer and will not be responsible to anyone other than SV and Waterfall Acquisition for providing the protections afforded to clients of Rothschild nor for giving advice in relation to the Offer or any other matter referred to in this announcement.

Strand Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to the Independent Directors and no one else in connection with the Offer and will not be responsible to anyone other than the Independent Directors for providing the protections afforded to clients of Strand Partners nor for giving advice in relation to the Offer or any other matter referred to in this announcement.

Lincoln International LLC is acting as financial adviser to the Company and no one else in connection with the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Lincoln nor for giving advice in relation to the Offer or any other matter referred to in this announcement.

The Offer in the United States will be made solely by Waterfall Acquisition and neither Rothschild nor any of its affiliates or related entities will make the Offer in the United States. Waterfall Acquisition is not aware of any state of the United States in which the making of the Offer would be prohibited by any administrative or judicial action pursuant to any valid statute of any such state. If Waterfall Acquisition becomes aware of any valid US state statute prohibiting the making of the Offer, the Offer would not be made to (and tenders would not be accepted from or on behalf of) WILink Shareholders in such state. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Waterfall Acquisition by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

The Offer will be made for securities of a United Kingdom company and United States investors should be aware that the disclosure documents relating to the Offer will be prepared in accordance with the Code and United Kingdom disclosure requirements, format and style, all of which differ from those in the United States.

In addition, the financial information relating to the WILink Group reproduced in this announcement is presented in pounds sterling and has been prepared in accordance with United Kingdom generally accepted accounting principles and thus may not be comparable to financial statements of United States companies or companies whose financial statements are prepared in accordance with United States generally accepted accounting principles.

WILink is organised under the laws of England and Wales. Six of the WILink Directors are residents of countries other than the United States. As a result, it may not be possible for United States shareholders of WILink to effect service of process within the United States upon WILink or such WILink Directors or to enforce against any of them judgments of the United States predicated upon the civil liability provisions of the federal securities laws of the United States.

In accordance with normal UK practice and having obtained exemptive relief from the SEC pursuant to Rule 14e-5(d) under the US Exchange Act, Waterfall Acquisition expects to purchase WILink Shares pursuant to the Share Exchange, Subscription and Shareholders’ Agreement during the period in which the Offer remains open for acceptance, but outside the terms of the Offer. In accordance with the requirements of Rule 14e-5 under the US Exchange Act and with the exemptive relief that has been granted by the SEC, such purchases, or arrangements to purchase, must comply with applicable United Kingdom rules, including applicable English law, the AIM Rules and the Code. As of the date of this announcement, Waterfall Acquisition has purchased or arranged to purchase 1,631,761 WILink Shares in connection with the Share Exchange, Subscription and Shareholders’ Agreement, representing approximately 18.4 per cent. of the issued WILink Shares, taking into account the new WILink Shares to be issued to Patrick Galleher under the Share Award.

Forward-Looking Statements

Cautionary note regarding forward-looking statements: Information in this announcement that involves WILink’s and Waterfall Acquisition’s and, assuming the business combination is completed, the combined group’s expectations, beliefs, hopes, plans, intentions or strategies regarding the future are forward-looking statements that involve risks and uncertainties. The forward-looking statements contained in this announcement include statements about the feasibility and benefits of the acquisition of WILink by Waterfall Acquisition. Factors that would cause actual results to differ materially from those described in this announcement include: costs and terms related to the acquisition of WILink; the economic environment of the industries in which WILink operates; failure to retain WILink’s management; regulatory change in the industry and/or the general economic environment. All forward-looking statements included in this announcement are based upon information available to WILink and Waterfall Acquisition as of the date of this announcement, and neither WILink nor Waterfall Acquisition (nor any of their respective officers, directors, employees or advisers) assumes any obligation to update any such forward-looking statements. These statements are not guarantees of future performance. Actual results could differ materially from each company’s current expectations.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, “interested” (directly or indirectly) in one per cent. or more of any class of “relevant securities” of WILink, all “dealings” in any “relevant securities” of that company (including by means of an option in respect of, or a derivative referenced to, any such “relevant securities”) must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the “offer period” otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an “interest” in “relevant securities” of WILink, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Under the provisions of Rule 8.1 of the Code, all “dealings” in “relevant securities” of WILink by Waterfall Acquisition or WILink, or by any of their respective “associates” (within the meaning of the Code), must also be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose “relevant securities” “dealings” should be disclosed, and the number of such securities in issue, can be found on the Panel’s website at www.thetakeoverpanel.org.uk. “Interests in securities” arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an “interest” by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to disclose a “dealing” under Rule 8, you should consult the Panel.

If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel’s website at www.thetakeoverpanel.org.uk or contact the Panel on the telephone number +44 (0) 20 7638 0129; or the fax number fax +44 (0) 20 7236 7013.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM AUSTRALIA, CANADA AND JAPAN

FOR RELEASE AT 7.00 AM ON 25 APRIL 2006

RECOMMENDED CASH OFFER

WATERFALL ACQUISITION, INC.

and (outside the United States) by

N M ROTHSCHILD & SONS LIMITED

on its behalf

for

WILINK plc

1. Introduction

The Board of Waterfall Acquisition and the Independent Directors of WILink announce that they have reached agreement on the terms of a recommended cash offer to be made by Waterfall Acquisition, and (outside the United States) by N M Rothschild & Sons on its behalf, to acquire the entire issued and to be issued share capital of WILink. Waterfall Acquisition is a company recently formed at the direction of SV, on behalf of the Funds which are advised by SV, for the purpose of making the Offer.

2. The Offer

The Offer, which will be subject to the conditions set out in Appendix I to this announcement and to the further terms to be set out in the Offer Document and the Form of Acceptance, will be made on the following basis:

for each WILink Share 300 pence in cash

and values the entire issued share capital of WILink at approximately £26.1 million.

The WILink Shares which are the subject of the Offer will be acquired by Waterfall Acquisition fully paid, or credited as fully paid, and free from all liens, equitable interests, mortgages, charges, encumbrances, rights of pre-emption and other third party rights or interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including, without limitation, the right to receive in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.

The Offer Document and the Form of Acceptance containing the full terms and conditions of the Offer will be posted to WILink Shareholders today.

3. Recommendation

The Independent Directors, who have been so advised by Strand Partners, consider the terms of the Offer to be fair and reasonable and will unanimously recommend that WILink Shareholders accept the Offer, as the Independent Directors have irrevocably undertaken to do, or procure to be done, in respect of their own beneficial interests and holdings of, in aggregate, 32,025 WILink Shares, representing approximately
0.4 per cent. of the existing issued WILink Shares. In providing advice to the Independent Directors, Strand Partners has taken into account the Independent Directors’ commercial assessments.

4. Irrevocable undertakings to accept the Offer

Waterfall Acquisition has received irrevocable undertakings to accept, or procure the acceptance of, the Offer from:

the Independent Directors, certain other executive directors and certain other WILink Shareholders in respect of, in aggregate, 3,260,780 WILink Shares, representing approximately 37.5 per cent. of the existing issued WILink Shares;
the WILink General Employee Benefit Trust in respect of 625,000 WILink Shares, representing approximately 7.2 per cent. of the existing issued WILink Shares; and
certain current and former employees and other WILink Shareholders in respect of, in aggregate, 554,207 WILink Shares, representing approximately 6.4 per cent. of the existing issued WILink Shares.

Each of these undertakings will cease to be binding only if the Offer lapses or is withdrawn, and they each commit the person providing the undertaking to accept the Offer within five business days of the publication of the Offer Document.

In addition, Waterfall Acquisition has received irrevocable undertakings to accept, or procure the acceptance of, the Offer from:

Artemis Investment Management in respect of 62,500 WILink Shares, representing approximately 0.7 per cent. of the existing issued WILink Shares;
Crescent Holding Gmbh in respect of 33,194 WILink shares, representing approximately 0.4 per cent. of the existing issued WILink Shares;
Henderson Global Investors in respect of 314,075 WILink Shares, representing approximately
3.6 per cent. of the existing issued WILink Shares;
Herald Investment Trust in respect of 515,625 WILink Shares, representing approximately
5.9 per cent. of the existing issued WILink Shares; and
Strand Associates in respect of 39,461 WILink Shares, representing approximately 0.5 per cent. of the existing issued WILink Shares.

Each of these undertakings will cease to be binding only if the Offer lapses or is withdrawn or if a competing offer is made for WILink which values a WILink Share at a 10 per cent. premium or more to the Offer Price. These undertakings commit the person providing the undertaking to accept the Offer within five business days of the publication of the Offer Document.

Waterfall Acquisition has also received a separate irrevocable undertaking to accept, or procure the acceptance of, the Offer from the WILink General Employee Benefit Trust in respect of 110,225 WILink Shares, representing approximately 1.3 per cent. of the existing issued WILink Shares, which have been allocated for the purposes of satisfying participants’ interests in WILink Shares under the LTIS. This undertaking commits the WILink General Employee Benefit Trust to accept the Offer within nineteen US business days of the publication of the Offer Document and will cease to be binding only if a competing offer is made for WILink which either: (a) values a WILink Share at a 10 per cent. premium or more to the Offer Price; or (b) which is an offer considered by the trustee of the WILink General Employee Benefit Trust to better further the interests of its beneficiaries than would the Offer.

In aggregate, Waterfall Acquisition has received irrevocable undertakings to accept, or procure the acceptance of, the Offer in respect of 5,515,067 WILink Shares, representing approximately 63.5 per cent. of the existing issued WILink Shares and representing approximately 78.2 per cent. of the existing issued WILink Shares which are the subject of the Offer.

Further details of these irrevocable undertakings to accept the Offer are set out in Appendix III to this announcement.

Accordingly, Waterfall Acquisition has entered into a conditional sale agreement (referred to in paragraph 9 below) and has received irrevocable undertakings to accept, or procure the acceptance of, the Offer in respect of, in aggregate, 7,146,828 WILink Shares, representing approximately 80.7 per cent. of the issued WILink Shares, taking into account the new WILink Shares to be issued to Patrick Galleher under the Share Award.

5. Background to and reasons for the Offer

The Offer represents the culmination of a process that began in early 2005. This process was initiated by the WILink Board in order to examine means of financing WILink’s future development. On 30 March 2005, WILink’s then Chairman, Nigel Wray, made the following public announcement:

“We continue to believe that highly attractive opportunities exist to expand web events and PrecisionIR organically and through acquisition and in this light we are examining a number of strategic options to raise new finance, including the greater involvement of private equity in the ownership structure of the company which may include taking the business private.”

On 23 September 2005, Peter Wakeham, WILink’s Executive Chairman, made the following public announcement:

“In June 2005 we announced the appointment of Lincoln Partners, a Chicago-based investment bank, to advise us on strategic options to raise new finance, primarily in the USA. At that time we also confirmed previous announcements that the options under consideration will include a greater private equity involvement in the ownership structure of the company, which may involve taking the business private. Good progress has been made. A number of parties have expressed interest in investing in WILink and are meeting with management to review the opportunity. We expect to establish a shortlist within the next few weeks at which stage detailed negotiations will commence.”

On 30 November 2005, the WILink Board received an acceptable indicative offer from SV, on behalf of the Funds, and SV was then authorised to undertake due diligence on WILink. Waterfall Acquisition is now pleased to announce the terms of the Offer.

The Board of WILink has appointed Michael Cooling and Robert Paradise as Independent Directors to take responsibility for considering the Offer on behalf of WILink Shareholders and for reaching conclusions on the appropriate advice given to them. In doing so, the Independent Directors have taken advice from Strand Partners. In providing advice to the Independent Directors, Strand Partners has taken into account the Independent Directors’ commercial assessments.

The Independent Directors believe that the Offer provides an immediate opportunity for all WILink Shareholders to realise their investments in cash at a price that, in the absence of bid speculation, may not be achieved in the market in the near future.

In light of the Offer Price relative to the Closing Price on 24 April 2006, being the last business day prior to the date of this announcement, the Independent Directors highlight the following points:

WILink is a small AIM quoted company, with little liquidity in its shares;
the Board of WILink has for some time been exploring strategic opportunities to raise new finance for the Company, as it believes that the market has not recognised the Company’s performance since its admission to trading on AIM and is unlikely to do so for the foreseeable future; and
while the Independent Directors recognise the Company’s future development potential in the longer term, the Company is currently in a period of transition as it moves from a provider of corporate reports to a high technology business with the potential to become a leading online communications company. This period of transition might result in a decreased financial performance for the Company in the short term.

6. Information on the Offeror and SV

Waterfall Acquisition

Waterfall Acquisition is a recently incorporated company established specifically for the purpose of making the Offer and, since incorporation, has not traded or entered into any material obligation other than in connection with making and financing the Offer. The shareholders of Waterfall Acquisition are the Funds and the Co-Investors.

Immediately following the acquisition by Waterfall Acquisition of the issued and to be issued share capital of WILink, WILink will be controlled indirectly by the Funds and the Co-Investors.

SV Investment Partners LLC, formerly known as Schroder Venture Partners LLC, is a New York based private equity investment firm that advises the Funds. SV specialises in buy-outs and build-ups of business services companies, in partnership with management.

Current and past investments of the Funds, advised by SV, include:

International Decision Systems, a provider of software products and services to the leasing industry;
Direct Group, an integrated provider of low-cost direct mail services addressing the high-volume segment of the market;
ThoughtWorks, a premium IT services provider focusing on developing and delivering complex enterprise-transforming business applications for Fortune 1000 clients;
Mesa, an independent manager and owner of over 200 wireless communication towers;
Market Place Media, a provider of niche advertising services focused on placing advertising in the college, minority and military markets;
Memec, a global proprietary semi-conductor distribution company; and
Pennysaver Group Inc., the leading publisher of direct mail shoppers in the regions it operates in.

7. Information on WILink

WILink is an international provider of web-based communication solutions and online investor relations services to quoted companies and mutual funds in Europe and North America.

WILink’s core business is to provide investor relations professionals with an innovative means of targeting, communicating with, informing and retaining high net worth investors. WILink provides these leads by marketing its client companies’ annual reports through channel partners (such as the Wall Street Journal, Yahoo! Finance and the Financial Times) and through direct mail marketing. The Company provides this service to over 3,500 clients, such as Exxon Mobil, Sony, Deutsche Telecom and BP, throughout 13 countries. The Company’s second line of business is the provision of webcasting services.

For the financial year ended 31 December 2005, WILink reported turnover of £17.8 million and operating losses of £1.8 million.

8. Financing of the Offer

Waterfall Acquisition will finance the Offer from cash provided by the Funds and the Co-Investors, as well as debt facilities provided and underwritten by Bank of Scotland.

9. Share Exchange, Subscription and Shareholders’ Agreement

The continued involvement of Management has been important to Waterfall Acquisition’s decision to proceed with the Offer. Arrangements have been entered into with Management to enable them to participate in the equity of Waterfall Acquisition following the Offer becoming or being declared unconditional in all respects. Management comprises Peter Wakeham, Patrick Galleher, Lee Godfrey, Philip Cole, Christopher Deel, Nancy Christman, Russ Cederholm, Kenneth Balog, William Thompson and Kirk Brouse. Upon the Offer becoming or being declared unconditional in all respects, Management will, in accordance with the terms of the Share Exchange, Subscription and Shareholders’ Agreement, exchange all of their WILink Shares into equity in Waterfall Acquisition, with the exception of Peter Wakeham and Lee Godfrey, who will exchange 60.4 per cent. and 85.5 per cent., respectively, of their WILink Shares into equity in Waterfall Acquisition.

Pursuant to the Share Exchange, Subscription and Shareholders’ Agreement, Management has agreed to sell and Waterfall Acquisition has agreed to acquire, conditional on the Offer becoming or being declared unconditional in all respects, a total of 1,631,761 WILink Shares (representing approximately 18.4 per cent. of the issued WILink Shares, taking into account the new WILink Shares to be issued to Patrick Galleher under the Share Award) in consideration for the issue to Management of shares of B common stock in the Offeror.

Under Rule 16 of the Code, except with the Panel's consent, an offeror or persons acting in concert with it may not make any arrangements with shareholders and may not deal or enter into arrangements to deal in shares of the offeree company or enter into arrangements which involve acceptance of an offer, either during an offer period or when an offer is reasonably in contemplation, if there are favourable conditions attached which are not being extended to all shareholders.

The Panel requires that the arrangements between Waterfall Acquisition and Management, as described above, be approved on a poll by the Independent Shareholders by way of an ordinary resolution at an extraordinary general meeting of the Company. The Offer is conditional on this approval. Independent Shareholders, representing approximately 50.3 per cent. of the WILink Shares entitled to be voted, have undertaken to vote in favour of this resolution at the EGM.

Notice of the EGM of WILink will be set out in the Offer Document to be posted to WILink Shareholders today.

Strand Partners, which is acting as financial adviser to the Independent Directors, considers the arrangements between Waterfall Acquisition and Management, for the purposes of Rule 16 of the Code, to be fair and reasonable so far as all other WILink Shareholders are concerned.

Having obtained exemptive relief from the SEC pursuant to Rule 14e-5(d) under the US Exchange Act, the Offeror expects to purchase such WILink Shares pursuant to the Share Exchange, Subscription and Shareholders’ Agreement during the period in which the Offer remains open for acceptances, but outside the terms of the Offer. In accordance with the requirements of Rule 14e-5 under the US Exchange Act and with the exemptive relief granted by the SEC, such purchases, or arrangements to purchase, must comply with applicable United Kingdom rules, including applicable English law, the AIM Rules and the Code.

Further information in relation to the Share Exchange, Subscription and Shareholders’ Agreement will be set out in the Offer Document.

10. Directors and employees of WILink

Waterfall Acquisition has given assurances to WILink that, following the Offer becoming or being declared unconditional in all respects, the existing employment rights, including pension rights, of the management and employees of WILink and its subsidiaries will be fully safeguarded.

The Independent Directors, together with Nigel Wray and Graham Morse, will resign from the Board of WILink upon the Offer becoming or being declared unconditional in all respects.

Peter Wakeham’s employment with WILink and with WILink Corporate Services Ltd will terminate on the date on which the Offer becomes or is declared unconditional in all respects. Upon his service agreements terminating, Peter Wakeham will resign from his role as Executive Chairman of the WILink Board and, in return for agreeing to compromise any claims he may have in relation to his employment, he will be paid a termination payment by WILink and another by WILink Corporate Services Ltd. Going forward, Peter Wakeham will provide consultancy services for an average of six working days per month under a new agreement between him and the Offeror. Under this agreement, Peter Wakeham agrees to waive his consultancy fees in respect of these services up to and including 31 December 2007.

11. Current trading and prospects of WILink

WILink today announced its audited preliminary results for the year ended 31 December 2005.

As noted in the commentary contained in the formal announcement of the Company’s results for the year ended 31 December 2005, the trading performance was mixed. Overall revenues grew 1.5 per cent from £17.5 million in 2004 to £17.8 million in 2005. Web Events revenues grew 83.9 per cent. fuelled by the Communicast acquisition in late 2004. North America revenues grew 18.6 per cent. from £7.8 million to £9.2 million. However, Nordic revenues fell 41.8 per cent. and Rest of Europe revenues were static. The unexpected downturn in Nordic revenues together with the planned significant investment in sales, marketing and IT resources, especially in Web Events, had an adverse impact on profitability. Operating losses widened from £0.8 million in 2004 to £1.8 million in 2005. Proforma operating profits* fell from £2.9 million to £1.7 million.

Trading in the first quarter of 2006 showed an improvement on the same period in 2005 but full year prospects remain uncertain. North America is experiencing strong revenue growth, especially from Web Events, but Europe remains sluggish. In Nordic, the Company is in the process of re-launching the business and transitioning to the same PrecisionIR business model operated in the rest of the world. Client and channel partner reaction to the change has been highly encouraging but investor demand, the main revenue driver, will not be visible before the end of June 2006. Proforma operating profits have improved compared to the first quarter of 2005 but the lack of European momentum and visibility on Nordic revenues before the end of June 2006 make for year end uncertainty.

* Proforma operating profit excludes exceptional administrative expenses of £202,704 (2004: £225,468) and goodwill amortisation of £3,268,510 (2004: £2,786,734)

12. Inducement fee

WILink has agreed to pay a cash inducement fee to Waterfall Acquisition of £266,000 (inclusive of VAT, if any) or, if greater, an amount equal to 1 per cent. of the value of the Offer, in circumstances where:

the Offer lapses or is withdrawn following the public announcement by a third party of the intention to make a competing offer for WILink, which results in the third party acquiring all or a substantial part of the business or assets of WILink;
the Independent Directors withdraw or adversely modify their recommendation of the Offer; or
the Independent Directors recommend an alternative transaction which results in a third party acquiring all or a substantial part of the business or assets of WILink.

13. WILink Share Option Schemes

The Offer is being extended to any WILink Shares issued or unconditionally allotted and fully paid (or credited as fully paid) while the Offer remains open for acceptance (or by such earlier date as Waterfall Acquisition may, subject to the Code or with the consent of the Panel, determine), including any WILink Shares unconditionally allotted or issued as a result of the exercise of options granted under the WILink Share Option Schemes.

Waterfall Acquisition will write to the participants in the WILink Share Option Schemes to inform them of the effect of the Offer on their rights under the WILink Share Option Schemes and to set out any proposals to be made in respect of their options.

14. Compulsory acquisition and cancellation of admission to trading on AIM

If the Offer becomes or is declared unconditional in all respects and if Waterfall Acquisition receives sufficient acceptances under the Offer, Waterfall Acquisition intends to exercise its right, pursuant to the provisions of sections 428 to 430F (inclusive) of the Companies Act to acquire compulsorily any outstanding WILink Shares to which the Offer relates on the same terms as the Offer.

Furthermore, if the Offer becomes or is declared unconditional in all respects and if sufficient acceptances are received under the Offer, Waterfall Acquisition intends, subject to the requirements of the AIM Rules, to procure that WILink makes an application to the London Stock Exchange for the cancellation of the admission to trading of WILink Shares on AIM. It is anticipated that such cancellation will take effect no earlier than 20 business days after the date on which the Offer becomes or is declared unconditional in all respects. Cancellation of the admission to trading of WILink Shares on AIM will significantly reduce the liquidity and marketability of any WILink Shares not acquired under the Offer.

15. General

Save for the irrevocable undertakings referred to in paragraph 4 above and the arrangements with Management referred to in paragraph 9 above, neither SV nor Waterfall Acquisition nor, so far as SV or Waterfall Acquisition are aware, any person presumed to be acting in concert with them, owns or controls any WILink Shares or any securities convertible or exchangeable into WILink Shares or any rights to subscribe for or purchase, or options (included traded options) in respect of, or derivatives referenced to, any such shares (Relevant WILink Securities) nor does any such person have any short position or any arrangement in relation to Relevant WILink Securities. For these purposes, “arrangement” includes any agreement to sell or any delivery and borrowing and lending of Relevant WILink Shares and also includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to Relevant WILink Securities which may be an inducement to deal or refrain from dealing in such securities.

Enquiries:

Waterfall Acquisition, Inc.
Tel: +1 212 735 0701
Nicholas E. Somers

N M Rothschild & Sons Limited
Tel: +44 (0)20 7280 5000
Matthew Metcalfe
Dominic Wallis

WILink plc
Tel: +44 (0) 7860 589 586
Peter Wakeham

Strand Partners Limited
Tel: +44 (0)20 7409 3494
Simon Raggett
Rory Murphy

Lincoln International LLC
Tel: +1 312 580 339
Rob Brown
Robert Satow

The conditions of the Offer are set out in Appendix I to this announcement. Appendix IV to this announcement contains definitions of certain terms used in this announcement.

The Offer will not be made, directly or indirectly, in, into or from, or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of Australia, Canada and Japan and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities in or from Australia, Canada and Japan. Accordingly, copies of this announcement any other documents related to the Offer are not being, and must not be, directly or indirectly mailed or otherwise forwarded, transmitted, distributed or sent in, into or from Australia, Canada and Japan and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, transmit, distribute or send such documents in, into or from Australia, Canada and Japan as doing so may invalidate any purported acceptance of the Offer.

Further details in relation to overseas shareholders will be set out in the Offer Document.

Forward-Looking Statements

Dealing Disclosure Requirements

APPENDIX I

CONDITIONS OF THE OFFER

The Offer will be subject to the following conditions:

(a) valid acceptances being received (and not, where permitted, withdrawn) by 3.00 p.m. (London time) or 10.00 a.m. (New York time) on 23 May 2006 (the First Closing Date) (or such later time(s) and/or date(s) as the Offeror may, subject to the Code, decide) in respect of not less than 90 per cent. in nominal value (or such lesser percentage as the Offeror may decide) of the WILink Shares to which the Offer relates, provided that this condition will not be satisfied unless the Offeror and/or any of its wholly-owned subsidiaries shall have acquired, or agreed to acquire, pursuant to the Offer or otherwise, WILink Shares carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of WILink, including for this purpose (to the extent, if any, required by the Panel) any such voting rights attaching to any WILink Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, and for the purposes of this condition:

(i) shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights they will carry on issue; and

(ii) the expression WILink Shares to which the Offer relates shall be construed in accordance with sections 428 to 430F of the Companies Act but excluding any issued WILink Shares which are held in treasury, except to the extent that they are transferred out of treasury while the Offer remains open for acceptance;

(b) the passing of an ordinary resolution by the Independent Shareholders at an extraordinary general meeting (or at any adjournment or postponement thereof) of WILink to approve the arrangements between the Offeror and the Management which require approval under Rule 16 of the Code;

(c) no government or governmental, quasi-governmental, supranational, statutory or regulatory body or association, institution or agency (including any trade agency) or any court or other body (including any professional or environmental body) or person in any jurisdiction (each a Relevant Authority) having, instituted or threatened any action, proceeding, suit, investigation, enquiry or reference or enacted, made or proposed and there not continuing to be outstanding any statute, regulation, order or decision that would or might:

(i) make the Offer or the acquisition or the proposed acquisition of any shares in, or control of, WILink by any member of the Offeror Group void, unenforceable or illegal or directly or indirectly prohibit or otherwise restrict, delay or interfere with the implementation of, or impose additional conditions or obligations with respect to, or otherwise challenge, the Offer or the acquisition of any shares in, or control of, WILink by any member of the Offeror Group;

(ii) require, prevent or delay the divestiture (or alter the terms of any proposed divestiture) by the Offeror Group or the WILink Group of all or any part of their respective businesses, assets or properties or impose any material limitation on their ability to conduct all or any substantive part of their respective businesses and to own any of their respective assets or properties;

(iii) impose any material limitation on, or result in any delay in, the ability of any member of the Offeror Group to acquire or hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the WILink Group or on the ability of any member of the WILink Group to hold or exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in, or to exercise management control over, any other member of the WILink Group;

(iv) impose any material limitation on the ability of any member of the Offeror Group or the WILink Group to integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Offeror Group and/or the WILink Group; or

(v) otherwise materially and adversely affect the business, assets, financial or trading position or profits of any member of the Offeror Group or of the WILink Group, in each case taken as a whole,

and all applicable waiting and other time periods during which any such Relevant Authority could decide to take, institute or threaten any such action, proceeding, suit, investigation, enquiry or reference having expired, lapsed or been terminated;

(d) all necessary filings having been made and all appropriate waiting periods (including any extensions thereof) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated in each case in respect of the Offer and the acquisition of any shares in, or control of, WILink by the Offeror and all authorisations, orders, grants, recognitions, confirmations, licences, consents, clearances, permissions and approvals (authorisations) necessary or appropriate in any relevant jurisdiction for or in respect of the Offer and the proposed acquisition of any shares in, or control of, WILink by the Offeror being obtained in terms and in a form reasonably satisfactory to the Offeror from appropriate Relevant Authorities or from any persons or bodies with whom any member of the Offeror Group or the WILink Group has entered into contractual arrangements and such authorisations together with all authorisations necessary or appropriate for any member of the WILink Group to carry on its business remaining in full force and effect and no intimation of any intention to revoke, suspend, restrict or modify or not to renew any of the same having been made and all necessary statutory or regulatory obligations in any relevant jurisdiction having been complied with in respect of the Offer;

(e) there being no provision of any agreement, arrangement, licence or other instrument to which any member of the WILink Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject which, as a result of the making or implementation of the Offer or the acquisition or proposed acquisition by the Offeror of any shares in, or change in the control or management of, WILink or otherwise, would result to an extent which is material in the context of the WILink Group taken as a whole in:

(i) any moneys borrowed by or any other indebtedness (actual or contingent) of any such member of the WILink Group becoming repayable immediately or earlier than the stated repayment date or the ability of such member to borrow monies or incur any indebtedness being withdrawn or inhibited;

(ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any substantial part of the business, property or assets of any such member of the WILink Group or any such security interest (whenever arising or having arisen) becoming enforceable;

(iii) any substantial assets or interest of any such member of the WILink Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged;

(iv) the interest or business of any such member of the WILink Group in or with any other person, firm or company (or any agreements or arrangements relating to such interest or business) being terminated or materially and adversely affected;

(v) any such member of the WILink Group ceasing to be able to carry on business under any name under which it presently does so;

(vi) the value of any such member of the WILink Group or its financial or trading position being prejudiced or adversely affected in any case to an extent which is or would be material in the context of the WILink Group taken as a whole; or

(vii) any such agreement, arrangement, licence or other instrument being terminated or adversely modified or any onerous obligation arising or any adverse action being taken or arising thereunder in any cost to an extent which is or would be material in the context of the WILink Group taken as a whole,

and no event having occurred which, under any provision of any agreement, arrangement, licence or other instrument to which any member of the WILink Group is a party or by or to which any such member or any of its assets may be bound or be subject, could result in any events or circumstances as are referred to in subparagraphs (i) to (vii) of this paragraph (e) in any case to an extent which is or would be material in the context of the WILink Group taken as a whole;

(f) except as disclosed in the Annual Report and Accounts of WILink for the year ended 31 December 2005 or as publicly announced to a Regulatory Information Service by or on behalf of WILink before the date of this announcement, no member of the WILink Group having since 31 December 2005:

(i) save for options granted or on the exercise of rights to subscribe for WILink Shares pursuant to the exercise of options granted or the exercise of rights under the WILink Share Option Schemes prior to the date of this announcement and save for the Share Award, issued or agreed to issue or authorised the issue of additional shares of any class, or securities convertible into, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities;

(ii) recommended, declared, paid or made any bonus, dividend or other distribution, whether payable in cash or otherwise, other than a distribution by any wholly-owned subsidiary of WILink;

(iii) implemented or authorised any merger or demerger or acquired or disposed of or transferred, mortgaged or charged, or created any other security interest over, any asset or any right, title or interest in any asset;

(iv) implemented or authorised any reconstruction, amalgamation, scheme or other transaction or arrangement;

(v) purchased, redeemed or repaid any of its own shares or other securities or reduced or made or authorised any other change in its share capital;

(vi) made or authorised any change in its loan capital or issued or authorised the issue of any debentures or incurred or increased any indebtedness or contingent liability other than in the ordinary course of business;

(vii) entered into, varied or terminated, or authorised the entry into, variation or termination of, any contract, commitment or arrangement (whether in respect of capital expenditure or otherwise) which is outside the ordinary course of trading or which is of a long term, onerous or unusual nature or magnitude or which involves or could involve an obligation of a nature or magnitude which is material in the context of the WILink Group taken as a whole;

(viii) entered into any contract, commitment or arrangement which would be restrictive on the business of any member of the WILink Group or the Offeror Group taken as a whole;

(ix) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(x) taken any corporate action or had any legal proceedings started for its winding-up (voluntary or otherwise), dissolution or reorganisation (or for any analogous proceedings or steps in any jurisdiction) or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer (or for the appointment of any analogous person in any jurisdiction) of all or any substantial part of its assets and revenues;

(xi) waived, compromised or settled any claim which is material;

(xii) entered into or varied the material terms of any service agreement or arrangement with any director or senior executive of WILink;

(xiii) made or consented to any material change to the terms of the trust deeds constituting the pension schemes established for its directors and/or employees and/or their dependants or to the benefits which accrue, or to the pensions which are payable thereunder, or to the basis on which qualification for or accrual or entitlement to such benefits or pensions are calculated or determined, or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to, any change to the trustees; or

(xiv) entered into any contract, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) with respect to, or proposed or announced any intention to effect or propose, any of the transactions, matters or events referred to in this condition;

(g) since 31 December 2005 (except as disclosed in the Annual Report and Accounts of WILink for the year then ended or as publicly announced to a Regulatory Information Service by or on behalf of WILink before the date of this announcement):

(i) no material adverse change having occurred in the business, assets, financial or trading position or profits of the WILink Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings having been announced, instituted or remaining outstanding by, against or in respect of any member of the WILink Group or to which any member of the WILink Group is a party (whether as plaintiff or defendant or otherwise) and no investigation by any Relevant Authority or other investigative body against or in respect of any member of the WILink Group having been announced, instituted or remaining outstanding by, against or in respect of any member of the WILink Group which would adversely affect the WILink Group taken as a whole; and

(iii) no contingent or other liability having arisen which would adversely affect the WILink Group taken as a whole; and

(h) the Offeror not having discovered that:

(i) any material financial, business or other information publicly disclosed at any time by any member of the WILink Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading;

(ii) any member of the WILink Group is subject to any material liability, contingent or otherwise, which is not disclosed in the Annual Report and Accounts of WILink for the year ended 31 December 2005;

(iii) any past or present member of the WILink Group has failed to comply to a material extent with any applicable legislation or regulations of any relevant jurisdiction or any notice or requirement of any Relevant Authority with regard to the storage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous or harmful substance or any substance likely to impair the environment or harm human or animal health or otherwise relating to environmental matters or that there has otherwise been any such storage, disposal, discharge, spillage, release, leak or emission (whether or not the same constituted non-compliance by any person with any such legislation or regulation, and whenever the same may have taken place), any of which non-compliance would be likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Waterfall Group; or

(iv) there is or is likely to be any obligation or liability (whether actual or contingent) of a material nature to make good, repair, re-instate or clean up any property now or previously owned, occupied, operated or made use of or controlled by any past or present member of the WILink Group under any environmental legislation, regulation, notice, circular or order of any Relevant Authority in any jurisdiction.

The Offeror reserves the right to waive all or any of conditions (c) to (h) inclusive, in whole or in part. The Offer will lapse unless all the above conditions are fulfilled or (if capable of waiver) waived or, where appropriate, determined by the Offeror to have been or remain satisfied by midnight on the day which is 21 days after the later of the First Closing Date and the date on which the Offer becomes or is declared unconditional as to acceptances (or such later date as the Offeror may, with the consent of the Panel, decide). The Offeror shall be under no obligation to waive or treat as fulfilled any of conditions (c) to (h) inclusive by a date earlier than the date specified above for the fulfilment thereof notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

The Offeror will not invoke conditions (c) to (h) inclusive so as to cause the Offer to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the relevant condition(s) are of material significance to the Offeror in the context of the Offer.

If the Offeror is required by the Panel to make an offer for any WILink Shares under Rule 9 of the Code, the Offeror may make such alterations to the above conditions as are necessary to comply with that Rule.

The Offer will lapse (unless the Panel otherwise consents) if, before the First Closing Date or the date when the Offer becomes or is declared unconditional as to acceptances (whichever is the later), the proposed acquisition of WILink by the Offeror or any matter arising from or relating to that proposed acquisition is referred to the Competition Commission or the European Commission either initiates proceedings under Article 6(1)(c) of the Regulation or, following a referral by the European Commission to a competent authority in the United Kingdom under Article 9(1) of the Regulation, the proposed acquisition of WILink by the Offeror or any matter arising from or relating to that proposed acquisition is referred to the Competition Commission. If the Offer does so lapse, not only with the Offer cease to be capable of further acceptance but also shareholders and the Offeror will thereafter cease to be bound by prior acceptances.

APPENDIX II

BASES OF CALCULATION AND SOURCES OF INFORMATION

Historic share prices are sourced from the Daily Official List and represent Closing Prices on the relevant dates.
The value of the entire issued share capital of WILink is based on 8,688,507 WILink Shares in issue.
Unless otherwise stated, the financial information concerning WILink contained in this announcement is extracted from audited published consolidated accounts.

APPENDIX III

IRREVOCABLE UNDERTAKINGS TO ACCEPT THE OFFER

APPENDIX IV

DEFINITIONS

The following definitions apply throughout this announcement unless the context otherwise requires:

END