AIM Prospective Admission

RNS Number:7560I
AIM
14 March 2003


                 ANNOUNCEMENT TO BE MADE BY AIM APPLICANT AT LEAST 10 BUSINESS DAYS PRIOR TO ADMISSION

ALL APPLICANTS MUST COMPLETE THE FOLLOWING:

COMPANY NAME: Rapid Technology Group plc (to be renamed as ThirdForce plc)

COMPANY ADDRESS: 40 Lower Baggot Street Dublin 2 Ireland

COMPANY POSTCODE: N/A

COUNTRY OF INCORPORATION: Republic of Ireland

COMPANY BUSINESS:

The Company develops technology directed at the electronic point-of-sale market and receives royalties from the
licensing of its proprietary electronic point-of-sale technology and products, including the Screenkey technology, to a
private company operated by former management.  On 7 March 2003 the Company entered into an agreement to acquire the
whole of the share capital of Electric Paper Company Limited ("Electric Paper"), a company which develops educational
products focussed on the computer literacy market.



Electric Paper has three product ranges, namely End-User Certification, Everyday Computing and Constituency Products.
These products address multiple levels of computer literacy competencies, and provide a syllabus that satisfies the
European Computer Driving License ("ECDL"), the International Computer Driving License ("ICDL") and other similar
certifications.  In 2001, 90 per cent. of Electric Paper's revenue from these products was generated in the UK and
Ireland with the remaining 10 per cent. being generated in Australia/New Zealand and the USA.  Electric Paper sells
approximately 30 per cent. of its products in the educational sector, approximately 42 per cent. into governmental
sectors and approximately 28 per cent. into the corporate sector.



Electric Paper employs 85 full time employees in five locations around the world.  Its head office is located in Dublin
where 64 employees are based.  It also has operations in London, UK, where it has a sales force of 13, in Victoria,
Australia, where it has a sales force of 3, and a further six software developers are based in New Brunswick, Canada.
Electric Paper also has an arrangement with 2 contractors in North America for the provision of sales and technical
support.



In the financial year ended 31 December 2001, Electric Paper had revenues of Euro7.45 million (2000: Euro3.59 million) and
operating profits before taxation of Euro1.47 million (2000: Euro0.86 million).



In the last ten years, the rapid growth in the everyday use of personal computers and the Internet has created global
technology-based training markets in the corporate and education sectors.  Based on their experience, the directors of
the Company believe that there is an emerging e-Learning opportunity for individuals who want to acquire the necessary
skills to succeed in the technology world of today or just be comfortable with technology.



Following a strategic review of the Company's business, the existing directors decided to commence a search for
suitable acquisition opportunities in this sector and as a result of which they identified Electric Paper.  Electric
Paper has achieved considerable growth in revenues and profits over the past three years and is in the early stages of
developing an international business, having established subsidiaries in the UK and Australia and a presence in North
America.  The directors of the Company believe that the size of the potential market for Electric Paper's products and
the international recognition afforded to the ECDL and ICDL qualifications provide opportunities for the future growth
of the Company.  Electric Paper is generating operating cashflows that will contribute to the Company's financial
stability and provide funding for the future development of the Electric Paper business.  The Company's directors
believe that the acquisition of Electric Paper will provide a sound platform for future acquisitions in the computer
based learning sector from which to deliver further value to shareholders.



The strategy of the Directors is to build a Company capable of becoming a global provider of e-Learning products to the
wider population.  It is the Directors' intention to achieve this through a combination of acquisitions and organic
growth.



The acquisition of Electric Paper is the first step in this process.  The Directors intend to work closely with
Electric Paper's management to build and expand its business within its current markets with a particular emphasis on
the UK and investigate further the potential for new international market opportunities.  Electric Paper's Special
Business Development Unit has completed preliminary investigations of a number of international markets that indicate
substantial opportunities.



The Directors believe that in the medium term market demands may extend the provision of e-Learning from computer-based
learning to a range of other interactive media platforms, such as mobile handheld devices and digital TV.  Electric
Paper's research and development facility is working on prototypes of interactive e-Learning content for delivery on
these new platforms and is in discussions with companies from the television and mobile telephone industries in
relation to trial projects.



DETAILS OF SECURITIES TO BE ADMITTED (i.e. where known, number of shares, nominal value and issue price):



Admission of up to 129,793,352 ordinary shares of Euro0.125 each including 49,599,999 ordinary shares issued to the
vendors of Electric Paper at Euro0.15 each, 53,333,333 ordinary shares  issued pursuant to the placing at Euro0.15 each and
up to 3,733,334 ordinary shares issued to the optionholders of Electric Paper at Euro0.15 each.

CAPITAL TO BE RAISED ON ADMISSION: Placing of 53,333,333 ordinary shares at Euro0.15 each to raise Euro8,000,000 on Admission

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS:



Directors:

Patrick McDonagh, Non-Executive Chairman

Brendan O'Sullivan, Chief Executive Officer

Michael Newton, Non-Executive Director



Proposed Directors:

Jonathan Parkes, Proposed Executive Director

Denis McMahon, Proposed Non-Executive Director

Michael Costello, Proposed Non-Executive Director



PERSON(S) INTERESTED IN 3% OR MORE OF THE ISSUER'S CAPITAL, EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL
STATING WHETHER BEFORE OR AFTER ADMISSION:



Shareholdings holding more than 3% prior to the acquisition and placing


Shareholder                                                Total Shareholding               % Shareholding
Mr Patrick McDonagh                                                 6,232,330                       26.95%
Kirkconnell Limited                                                 2,815,105                       12.17%
Davy Nominees Limited                                               1,299,988                        5.62%
Mr Roger Bannon                                                     1,490,629                        6.45%
Barfield Nominees Limited                                           1,153,836                        4.99%
N Y Nominees Limited                                                1,101,800                        4.76%
Scoti Company Limited                                                 607,990                        2.63%
Nortrust Nominees Limited                                             708,549                        3.06%





Shareholdings holding more than 3% after the acquisition and placing


Shareholder                                                Total Shareholding               % Shareholding
Mr Patrick McDonagh                                                38,808,221                       29.90%
Institution                                                        10,000,000                        7.70%
Hugh Skinner                                                       14,901,333                       11.48%
Gillie Skinner                                                     14,901,333                       11.48%
Jonathan Parkes                                                     9,408,000                        7.25%
Denis McMahon                                                       6,917,333                        5.33%





NAMES AND ADDRESSES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (G) OF THE AIM RULES.

-





ANTICIPATED ACCOUNTING REFERENCE DATE: 30 June

EXPECTED ADMISSION DATE: Tuesday 1 April 2003

NAME AND ADDRESS OF NOMINATED ADVISER:

Insinger English Trust

44 Worship Street

London EC2A 2JT



NAME AND ADDRESS OF BROKER:

KBC Peel Hunt

111 Old Broad Street
London EC2N 1PH

DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS
WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES.



Copies of the document will be available from ThirdForce plc, Pottery House, Pottery Road, Dun Laoghaire, Co. Dublin,
Ireland and Insinger English Trust, 44 Worship Street, London EC2A 2JT and will contain full details about ThirdForce
plc and the admission of its ordinary shares to AIM.





DATE OF NOTIFICATION: Friday 14 March 2003



NEW/ UPDATE (see note): New






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