ArgentVive plc Acquisition of Solcara Limited and Proposed Placing of up to 8,365,291 Placing Shares at 50 pence per share

21 December 2007

ArgentVive, the AIM-quoted e-commerce group announces the acquisition of the entire issued share capital of Solcara Limited (“Solcara”) for a total consideration of £4.475 million comprising approximately £1.62 million in cash and 4.76 million Consideration Shares.

The Company also announces that it has raised approximately £4.2 million through a placing of up to 8,365,291 shares at 50 pence per share.

HIGHLIGHTS

The acquisition of Solcara, with its market leading technologies, experienced management and blue chip client base, represents an attractive opportunity for ArgentVive to extend its portfolio and to accelerate its growth.

Solcara has developed cutting edge core technologies to enable the rapid search, identification and analysis of ever expanding volumes of information

Solcara has built a strong customer base with over 100 major clients including a number of blue chip customers across government, professional services, pharmaceuticals and media sectors

The Acquisition enables ArgentVive to expand its B2B presence within the UK and international markets, adding value to existing services and enriching both companies’ content offerings to customers

ArgentVive will benefit further through the strengthening of its Group management team and access to a skilled development resource

Consideration will be satisfied by £1.62 million payable in cash on completion and up to 4.76 million consideration shares, 4.26 million of which shall be issued at Completion

Placing of up to 8.4 million new ordinary shares to raise approximately £4.2 million, which shall be used to finance the Solcara acquisition and for working capital to accelerate growth through an increased investment in selling and marketing expenditure

Kevin Fleming, Finance Director of ArgentVive, commented:

“This is a landmark acquisition for ArgentVive. The acquisition of Solcara strengthens significantly our own management expertise, provides us with an impressive list of blue chip clients for our B2B division, and gives us access to valuable development resources, intellectual property and expertise. We believe this acquisition gives the Group a solid infrastructure enabling us to scale the business through both the development of Solcara in its own right and the exploitation of Solcara’s leading technology for the benefit of other Group companies.”

Ray Jackson, Chief Executive of Solcara said: “We are delighted to be joining the ArgentVive Group and believe this will enable Solcara to maximise its potential. We have an exciting opportunity to exploit vertical and international markets and with the combined knowledge across the group we shall be able to evolve new models delivering software as a service over the Internet through hosted sites.”

Enquiries:

ArgentVive plc:

Kevin Fleming, Finance Director Tel: 01932 460 101

Charles Stanley Securities:

Nominated Adviser and Joint Broker Russell Cook/Carl Holmes Tel: 020 7149 6000

IAF Securities:

Financial Adviser and Joint Broker Gary Pinkerton Tel: 020 7747 7400

College Hill:

Mark Garraway/Kate Rock Tel: 020 7457 2020

ArgentVive plc Acquisition of Solcara Limited and Proposed Placing of up to 8,365,291 Placing Shares at 50 pence per share


21 December 2007

The Company has today posted a circular to Shareholders containing proposals to acquire Solcara for a consideration of £4.5 million, comprising approximately £1.62 million in cash and 4.76 million Consideration Shares (being an effective subscription price of 60 pence per Consideration Share) The Acquisition Consideration payable on Completion will comprise £1.62 million payable in cash (including the repayment of a £125,000 shareholder loan) and the issue of 4,260,000 Consideration Shares. A further 500,000 Retention Shares shall be issued, subject certain limited conditions, on or before 21 January 2009.

The Company is also seeking to raise approximately £4.2 million through the issue of up to 8,365,291 Placing Shares at a price of 50 pence per Placing Share.

A General Meeting has been convened to seek authority from Shareholders, inter alia, to enable the Directors to allot and issue the New Ordinary Shares. The Acquisition does not require the approval of Shareholders. However, the Acquisition is conditional, inter alia, upon admission of the Consideration Shares (excluding the Retention Shares) to trading on AIM.

Reasons for and details of the Placing and use of proceeds

The Placing will raise approximately £4.2 million before expenses. Of this amount £1.62 million will be used to fund the cash element of the Acquisition Consideration, with the balance being used to defray the costs and expenses of the Placing and the Acquisition and to provide additional working capital.

Under the terms of the Placing Agreement, Charles Stanley, as agent for ArgentVive, has conditionally agreed to use all reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price.

The Placing is not a rights issue or open offer and the Placing Shares are not being offered to Shareholders on a pre-emptive basis or otherwise. The Board concluded that it was not in the best interests of the Company to make such a pre-emptive offer due to the time and cost involved and the necessity to complete the Acquisition successfully in a timely manner.

Accordingly, the Board considers that it is in the best interests of the Company and Shareholders as a whole, for the funds to be raised by the Placing.

The participation of Charles Denton in the Placing is a related party transaction for the purposes of the AIM Rules. In the opinion of the Directors, other than Mr Denton, having consulted with Charles Stanley, the terms of the Placing are fair and reasonable insofar as Shareholders are concerned. The Placing Price of 50 pence per Placing Share represents a discount of 18.7 per cent to the closing mid market price on 20 December 2007 (being the latest practicable date prior to the posting of this document) of 61.5 pence per Ordinary Share.

The Acquisition Agreement

Pursuant to the Acquisition Agreement, the Company has agreed (conditionally upon (i) Resolutions 2 and 3 having been passed at the General Meeting, (ii) the Consideration Shares, other than the Retention Shares, having been admitted to trading on AIM and (iii) the Vendors complying with the Completion requirements contained within the Acquisition Agreement) to purchase the entire issued share capital of Solcara, which comprises 15,000 ‘A’ ordinary shares of 10p each, 200,000 preference shares of £1 each and 85,000 ordinary shares of 10p each. The Acquisition Consideration shall comprise (i) £1.495 million, which will be paid in cash at Completion, and apportioned as to £625,000 to The Capital Fund No 1 LP and £870,000 to the other vendors (the “Management Vendors”); (ii) £125,000, which will be advanced to Solcara to enable it to repay, in full, a convertible loan made to it by The Capital Fund No 1 LP; and (iii) the balance, which will be satisfied by the issue of up to 4,760,000 Consideration Shares to the Management Vendors. The Acquisition Agreement provides that the Purchaser is not obliged to issue the Retention Shares until after the expiry of a 12 month period commencing on the date of Completion of the Acquisition.

The Acquisition Agreement contains customary warranties and there is a separate tax deed. Under the Acquisition Agreement, liability of the Vendors under the warranties has been limited to two years for general matters and six years for tax matters. The maximum recoverable amount in respect of a breach or breaches of the warranties is capped at 90 per cent. of the Acquisition Consideration. The warranties in the Acquisition Agreement are given by the Management Vendors only, who between them hold approximately 95 per cent. of the ordinary share capital of Solcara.

Under the Acquisition Agreement the Management Vendors undertake, subject to certain exceptions, that for a period of 12 months commencing on Completion they will not dispose of any of the Consideration Shares and that for the period of 24 months commencing on Completion they will only dispose or agree to dispose of any of the Consideration Shares allotted to them through Charles Stanley.

Reasons for the Acquisition

One of the key investment strategies for ArgentVive is to target businesses that have people, IP and technologies which the Directors believe are exceptional and which the Directors believe have the potential to provide synergies across the Group but which have failed to reach their full potential as a result of insufficient working capital or insufficient infrastructure.

The Directors believe that the acquisition of Solcara with its market leading technologies, experienced management and blue chip client base represents an attractive opportunity for ArgentVive to extend its portfolio and to accelerate its growth.

Solcara is a market leading search and information management company that has developed core technologies that enable the development of software applications, which address the need to search, identify and analyse ever expanding volumes of information. Solcara currently has four product offerings, covering legal and professional firms, information access, media relations and crisis management. As an illustration of its technological capabilities, Solcara has been selected as the sole UK technology provider for the EU Project X-Media which is tasked with addressing the issue of knowledge management in complex distributed environments.

To date, sales have been won primarily from the direct sales operation focused on markets such as professional services, government, pharmaceuticals and media sectors. The directors of Solcara are of the opinion that the lack of working capital to invest in sales and marketing has been the main factor restricting its growth. With financing from ArgentVive, the Directors believe this additional resource may be used to address other markets, both vertically and geographically through the expansion of its in-house sales and marketing resource and via sales partners (value-added resellers and original equipment manufacturers). Solcara’s product offerings are not sector specific and the Directors believe there exist opportunities to sell other products from its portfolio to existing clients. Solcara has recently appointed partners in Belgium, the Netherlands, Sweden, and Northern Ireland and currently has partners in ten European countries.

Sales in the year ended 31 March 2007 were approximately £1.33m (2006: £1.14m), generating a profit before interest and tax of £85,057 (2006: loss £254,554). As at 31 March 2007 Solcara had net liabilities of £874,911 (2006: £888,335).

Solcara has an experienced management team which the Directors expect will enhance and strengthen the structure within ArgentVive. Mr Ray Jackson is currently Managing Director of Solcara and on Completion it is anticipated that he will become Interim Managing Director of ArgentVive with responsibility for the integration of acquisitions and day-to-day running of the Group. The terms of Mr Jackson’s service contract have not yet been finalised but will, once finalised, be announced by the Company.

In addition, Mr Simon Hargreaves (currently Operations Director of Solcara) will have responsibility for ArgentVive Group Operations. Mr Rob Martin (currently Head of the Information Management Division of Solcara) will be promoted to Managing Director of Solcara and a structured handover will take place from Mr Jackson, who will become Chairman of Solcara.

Interests in the Company’s Share Capital

As at the date of this announcement and following completion of the Placing and the Acquisition, the Directors will have the following interests in the Ordinary Shares:

Other than the Directors referred to above, as at the date of this announcement and following completion of the Placing and the Acquisition, the Directors are aware of the following interests that are or will be held directly or indirectly in 3 per cent. or more of the issued ordinary share capital of the Company:

Options and Warrants

It is the intention of the Board to reward and retain key management through the issue of share options and the Board is finalising documentation in relation to an Enterprise Management Investment scheme, a share save scheme and an unapproved share option scheme. It is also the intention of the Board to grant warrants to subscribe for Ordinary Shares in the Company to professional service providers for value-added services they have undertaken on behalf of the Company. At the General Meeting, the Board is seeking sufficient authority to allot up to 15 per cent. of the issued share capital in total under any share option scheme or warrant instrument.

Increase in authorised share capital, section 80 authority and section 95 authority

As communicated to Shareholders recently at the Annual General Meeting, it is the intention of the Company to acquire and develop Internet-based businesses. To enable the Company to complete the Acquisition and to continue its acquisition strategy the Board is seeking authority from Shareholders to do each of the following, which will enable the Directors to offer consideration in the form of Ordinary Shares in the Company, as well as in cash:

1. To increase the authorised share capital of the Company by £1,500,000 by the creation of 15,000,000 new Ordinary Shares. The authorised share capital of the Company is currently £6,317,330, which shall reduce to £5,000,000 on completion of the court capital reduction in relation to the Company’s ordinary non-voting shares, as set out in the circular dated 17 August 2007.

2. To grant authority to the Directors to issue and allot up to £3,000,000 of share capital, comprising 30,000,000 Ordinary Shares, and representing approximately 71.9 per cent. of the Enlarged Share Capital.

3. To grant authority to the Directors to issue and allot the following Ordinary Shares on a non-pre emptive basis in accordance with section 95 of the Act: (i) by way of rights to holders of shares in proportion to their respective holdings; (ii) the Placing Shares; (iii) up to £620,000 comprising 6,200,000 Ordinary Shares pursuant to option schemes and warrant instruments; and (iv) up to a further £310,000 comprising 3,100,000 Ordinary Shares which represent approximately 7.5 per cent. of the Enlarged Share Capital on a non-pre-emptive basis.

Amendment to the Company's Articles of Association

It is proposed that the Company takes advantage of the provision implemented by Part 13 of the Companies Act 2006 on 1 October 2007 which permits the reduction of the notice period required for general meetings of the Company (other than annual general meetings) to 14 days, regardless of the type of resolution proposed to be passed at the general meeting. If the Resolution is passed, the notice period for general meetings of the Shareholders (other than annual general meetings) where it is proposed that a special resolution be passed will be reduced from 21 days (as is currently the case), to 14 days.

VCT and EIS Qualifying Holding Status

The Company has received provisional assurances from HM Revenue & Customs that ArgentVive will comply with the requirements of Chapter 4 of Part 6 of the Income Tax Act 2007 in respect of monies raised by a VCT by an issue of shares or securities prior to 6th April 2007 and that the Ordinary Shares will constitute qualifying holdings for the purposes of Schedule 28B Income and Corporation Taxes Act 1988. The continuing status of such shares as a qualifying holding for VCT purposes will be conditional, inter alia, upon the Company and the VCT continuing to satisfy the relevant requirements.

Neither the Company nor the Directors make any warranty or give any undertaking that relief will be available in respect of any investment in the Placing Shares, nor do they warrant or undertake that the Company will keep its qualifying status throughout the relevant period or that, once given, such relief will not be withdrawn.

The Directors believe that the Company will be a qualifying company for the purposes of the EIS legislation however they can offer no certainty in this regard. The Company’s advisers have obtained provisional clearance from HM Revenue & Customs that the proposed issue of the Placing Shares will be a qualifying investment for the purposes of EIS investors.

The continuing availability of EIS relief will be conditional, inter alia, on the Company continuing to satisfy the requirements for a qualifying company throughout the period of three years from the date of the investor making his investment.

Settlement and dealings

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that the New Ordinary Shares will be admitted to trading on 16 January 2008.

The New Ordinary Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares including the right to receive dividends and other distributions declared following Admission.

Following Admission the enlarged issued share capital of the Company will be 41,191,307 Ordinary Shares.

The Placing

Under the terms of the Placing Agreement, which was entered into on 20 December 2007, Charles Stanley has agreed to use its reasonable endeavours to place, as agent for the Company, the Placing Shares.

The Placing is conditional, inter alia, upon:

- the Placing Agreement not being terminated in accordance with its terms;

- the Acquisition Agreement having been completed in escrow, subject only to Admission (subject to payment); and

- the approval at the General Meeting of the necessary Resolutions to allot and issue the Placing Shares and Admission of the Placing Shares occurring by 16 January 2008 (or such later date as Charles Stanley and the Company may agree being not later than 31 January 2008.

The Placing Shares when issued and fully paid will rank equally in all respects with the Existing Ordinary Shares, including the right to receive all dividends and distributions declared, made or paid after Admission.

The Placing Agreement contains certain warranties given by the Company with respect to the Company's business and certain matters connected with the Placing. In addition, the Company has given indemnities to Charles Stanley in connection with the Placing and Charles Stanley's performance of services in relation to the Placing.

The Placing Agreement may be terminated by Charles Stanley at any time before Admission for, inter alia, a material breach by the Company of the terms of the Placing Agreement or the warranties contained in it, or on the occurrence of certain specified events.

General Meeting

The proposals set out above require shareholder approval which will be sought at a General Meeting of the Company to be held at the offices of Charles Stanley Securities, 25 Luke Street, London EC2A 4AR at 11.00 a.m. on 15 January 2008.

Recommendation

The Board believes that the Acquisition, the Placing and the approval of the Resolutions set out in the Notice of General Meeting are in the best interests of the Company and Shareholders as a whole.

Accordingly, the Directors, with the exception of Mr Denton who, as a Related Party to the Placing is prevented from expressing an opinion to Shareholders, recommend that Shareholders vote in favour of the Resolutions as they have irrevocably undertaken to do in respect of their beneficial holdings of 400,000 Ordinary Shares, representing approximately 1.40 per cent. of the existing ordinary share capital of the Company.

Although Mr Denton is unable to recommend that Shareholders vote in favour of the Resolutions, he confirms that he intends to vote in favour of the Resolutions in respect of his own beneficial holding of Ordinary Shares amounting, in aggregate, to 15,540,503 Ordinary Shares representing approximately 54.40 per cent. of the existing ordinary share capital of the Company.

Enquiries:

ArgentVive plc:

Kevin Fleming, Finance Director Tel: 01932 460 101

Charles Stanley Securities:

Nominated Adviser and Joint Broker Russell Cook/Carl Holmes Tel: 020 7149 6000

IAF Securities:

Financial Adviser and Joint Broker Gary Pinkerton Tel: 020 7747 7400

College Hill:

Mark Garraway/Kate Rock Tel: 020 7457 2020

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Latest time and date for receipt of Forms of Proxy: 11.00 a.m. on 13 January 2008

General Meeting: 11.00 a.m. on 15 January 2008

Expected date on which the New Ordinary Shares will be admitted to trading on AIM: 8.00 a.m. on 16 January 2008

DEFINITIONS

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