GATEWAY TO ACQUIRE GS TELECOM IN $36.5M TRANSACTION

Acquisition to create the largest provider of pan-African network services to a broad range of businesses and telecommunications operators in 37 countries

9 May 2007 - Gateway Communications, a leading provider of pan-African voice and
data connectivity services, has agreed to acquire GS Telecom, provider of data
connectivity services to corporate customers and telecommunications operators in
Africa. The transaction was valued at approximately $37.5 million and is to be financed
through a combination of cash and funds from a newly issued bond. The transaction is
expected to complete mid-May subject to certain conditions.

GS Telecom provides services in 27 African countries, with a major presence in Nigeria,
the fastest growing communications market in Africa over the last five years.

The transaction would strengthen Gateway’s position as the largest provider of voice
and data connectivity services in sub-Saharan Africa, boosting Gateway’s customer
base with an additional 200 customers to over 1,200 customers in over 37 countries in
Africa (Gateway’s current network includes 30 African countries). The acquisition would
bolster Gateway’s presence in the rapidly growing business communications market and
provide access to local infrastructure and support capability.

The transaction will also increase Gateway’s geographic footprint and provide greater
access to the rapidly growing Nigerian market. The enlarged business will benefit from
network economies of scale with access to the largest private satellite footprint on the
continent consisting of 25 transponders of capacity and to the SAT-3 undersea cable.

Founded in 1994, GS Telecom provides a broad range of secure network services and
turn-key communications systems, including design, implementation and management
to predominantly multinational companies in the energy, mining, consumer products,
logistics, banking and telecommunications sectors. Major customers include Total, Shell,
ExxonMobil, Coca-Cola, Citi, Standard Chartered Bank, MTN and Celtel. GS Telecom
has 216 employees mainly in West Africa with 150 based in Nigeria.

The combined proforma revenues for the year ended 31 December 2006 for Gateway
and GS Telecom were $180.0 million and EBITDA was $28.3 million.

Julian McIntyre, President of Gateway Communications commented:
“This is a substantial acquisition which marks a further step in our strategy to
consolidate our leading position in the rapidly growing African communications
market. We are committed to improving the value proposition that we can offer to
our customers, and the customers of GS Telecom, through providing a broader
service range, greater geographic coverage and excellent local and international support capabilities. We look forward to working with the GS Telecom
management team and staff to grow the enlarged Group.”

Steve Chapman, President and CEO of GS Telecom commented:

”Gateway and GS Telecom are an excellent match; Gateway is a leader in the
carrier market while GS Telecom is a leader in the business communications
market. Gateway has a major international presence, while GS Telecom has strong
local support. We have highly complementary services and geographic coverage
and our combined customer base will include the major businesses and mobile
operators in Africa."

 
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