RNS Number:7068T
Avesco PLC
30 December 2003


Embargoed until 7.00 a.m.
30 December 2003

                                   Avesco plc
                          ("Avesco" or "the Company")
                     Proposed Demerger of the Core Business


Avesco, the group engaged in the provision of specialist services to the
corporate presentation, entertainment and broadcast markets (the "Core Business
") and which also owns both a 49% interest in Complete Communications
Corporation Limited ("Complete") a leading producer of light entertainment shows
including "Who Wants To Be A Millionaire?" and a 23.6% interest in Medal
Entertainment and Media plc ("Medal") (together the "Media Rights Business"),
today announces that it intends to demerge its Core Business, whilst retaining
its Media Rights Business.

At the time of the Company's announcement in November 2003 that it intended to
move to AIM and at the time of its interim results earlier in December 2003, the
Board stated that it was conducting a strategic review that may result in the
Company demerging its Core Business.  This announcement is being made as a
result of the outcome of the Board's strategic review.

The Board has today posted two documents to Avesco Shareholders relating to the
Company's proposed Demerger.  Under the terms of the Demerger, further details
of which are set out below, the Core Business will be transferred to a new
company, New Avesco, whose shares will be admitted to trading on AIM.  The
documents that have been posted comprise a shareholder circular which details
the proposals relating to the Demerger and seeks Avesco Shareholders' approval
for the Demerger at an Extraordinary General Meeting which has been convened for
27 January 2004 and an AIM admission document for New Avesco. It is expected
that the Demerger will become effective and that New Avesco's shares will be
admitted to trading on AIM from 19 February 2004.


Summary of the Demerger

The Core Business will be transferred to a new entity, New Avesco, which will
immediately be renamed "Avesco plc" and application will be made for all New
Avesco Shares to be admitted to trading on AIM. To avoid confusion in this
announcement and in the documents posted to Avesco Shareholders today, Avesco
plc as it exists today prior to the implementation of the Proposals is referred
to as "Old Avesco" and the new holding Company for the Core Business that will
retain the "Avesco" name after completion of the Demerger is referred to as "New
Avesco".

Following completion of the Demerger, Old Avesco Shares will continue to trade
on AIM and Old Avesco will be renamed InvestinMedia plc and will become the
holding company for the Media Rights Business.

The Demerger will be effected by the transfer of the Core Business to New
Avesco, which will involve a reduction in the capital of Old Avesco. The
consideration for this transfer will be satisfied by the issue by New Avesco of
New Avesco Shares to Avesco Shareholders. The Resolutions to be proposed at the
EGM in connection with the Demerger are complex but, if the Proposals are
implemented, this will mean that immediately following the Demerger:

For each Old Avesco Share                                   One New Avesco Share
held at the Demerger        You will subsequently hold                       and
Record Time                                              One InvestinMedia Share

Subject to the approval of Avesco Shareholders and of the Court (for the
reduction in capital of Old Avesco) and to certain other conditions, the
Demerger is expected to become effective on 18 February 2004 and New Avesco
Shares are expected to be admitted to trading on AIM on 19 February 2004.


Reasons for the Demerger

The Board believes that additional shareholder value will be created by enabling
investors to hold shares in two separate AIM companies respectively focused on
the activities of the Core Business (New Avesco) and the Media Rights Business
(InvestinMedia).

The growth potential of both businesses will be more transparent to investors as
separate AIM companies and the Directors believe that this may lead to a
re-rating of each quoted company following completion of the Proposals.
Additionally, should equity fund raising be appropriate to finance the organic
or acquisitive growth strategies of either company, the Directors believe that
this may be more easily achieved if each company is clearly focused on one
activity with an appropriate valuation.

The Core Business and the Media Rights Business have both contributed to the
growth and success of Old Avesco over the past few years.

Both businesses have sufficient focus, growth momentum and the management teams
to build upon their successful track records and the Board believes that now is
the right time to separate these businesses to enhance future potential.
Accordingly, the Board recommends the Demerger to enable both businesses to
operate as separate groups.


New Avesco and InvestinMedia

Following completion of the Demerger, New Avesco will own the Core Business of
Old Avesco which is engaged in the provision of specialist services to the
corporate presentation, entertainment and broadcast markets. Further information
on the Core Business and New Avesco's strategy can be found in the New Avesco
Admission Document.

Following completion of the Demerger, InvestinMedia will be the investment
holding company which will own the Media Rights Business of Old Avesco, with a
49 per cent. stake in Complete (owner of Celador Productions and Celador
International, leading producers of light entertainment shows, including "Who
Wants To Be A Millionaire?", for which it owns the worldwide television format
and licensing rights) and a 23.6 per cent. stake in Medal (an AIM quoted media
group).


Relationship between New Avesco and InvestinMedia following the Demerger

Following the Demerger, New Avesco and InvestinMedia will operate as independent
separately trading AIM companies. The Core Business will be transferred to New
Avesco pursuant to the terms of the Demerger Agreement. Any future trading
between New Avesco and InvestinMedia will be on an arm's length basis. There
will be certain mutually-beneficial continuing arrangements between New Avesco
and InvestinMedia which are described in the summary of the Demerger Agreement
set out in the circular being sent to Avesco Shareholders today.

The Demerger Agreement provides for a cash amount of approximately #0.5 million
to be left within Old Avesco following the Demerger. In addition, declared
dividends and other monies totalling approximately #0.85 million are expected to
be received from Complete by Avesco and these will also be left in Old Avesco.
These funds  will be applied to the payment of Old Avesco's interim dividend of
2.0p per Old Avesco share declared on 11 December 2003 and payable on 6 April
2004 (a total payment of approximately #0.3 million) and will also provide the
on-going working capital required by InvestinMedia.

Richard Murray will be a director of both New Avesco and InvestinMedia following
the Demerger. Richard Murray will continue as Chairman of InvestinMedia and will
become a non-executive director of New Avesco. Following the Demerger, apart
from Richard Murray, New Avesco and InvestinMedia will not have any common
directors.

Directors of New Avesco and InvestinMedia

The directors of the two companies following the Demerger will be as follows:

Names                 Position on Old Avesco Board Proposed position on New     Proposed position on
                                                   Avesco Board                 InvestinMedia Board

Richard Murray        Chairman                     Non-executive Director       Executive Chairman
David Nicholson       Group Chief Executive        Group Chief Executive        -
David Brocksom        Finance Director             -                            -
Graham Andrews        Chief Executive,             Chief Executive,             -
                      Creative Technology          Creative Technology
David Crump           Business Development         Business Development         -
                      Director                     Director
Nicholas Conn         Company Secretary            Company Secretary            -
Ian Martin            Non-executive Director       Chairman                     -
Alfred Stirling       Non-executive Director       -                            Non-executive Director
Cameron Maxwell       Non-executive Director       -                            Finance Director
Michael Gibbins       -                            Non-executive Director       -
Kevin Allen           -                            Interim Finance Director     -


Old Avesco announced on 14 November 2003 that David Brocksom would be leaving
the Company to join Pace Micro Technology plc. Although no date of departure has
been agreed, David will leave Old Avesco in early 2004. Kevin Allen will act as
interim Finance Director of New Avesco pending the appointment of a new
full-time Finance Director.  The Company will make a further announcement when a
precise date for David's departure has been determined.


Current trading and prospects
New Avesco

The Board believes there are signs of the general optimism in the US economy
feeding through into New Avesco's businesses there. Underlying demand is still
relatively weak in the UK, especially in Creative Technology, while indicative
interest for the second half appears to be substantially stronger than the first
half in continental Europe. However, as in all New Avesco's businesses, forward
visibility on orders remains very limited. In broadcast services the Board
expects Presteigne to have a better than anticipated year.

Despite the weakness in the European markets in the first half, the Board views
the future of the Core Business with confidence. The major US West Coast and UK
operations have been restructured to reduce the operating cost bases
substantially. The Company continues to invest in its sales teams and to build
on what the Board believes is its reputation for excellent service. Next year
sees some large outdoor sporting events being held in Europe. The Board is of
the view that if there is just a small upturn in New Avesco's international
markets a significant improvement can be achieved in its results.


InvestinMedia

Complete continues to invest in the development of its business and on 1 October
2003 two new subsidiaries commenced trading, one specialising in music and
events programming, and the other in the creation and provision of on-air
software and computer systems.

Following the critical acclaim received for Complete's first film "Dirty Pretty
Things", its second film is now in post production and is being co-financed by
Complete and DNA Films Limited.

Complete has several television programmes commissioned in the UK for 2004 and a
number of partnerships established in respect of international representation.

In Medal's interim results announced on 9 December 2003, the chairman's
statement contained the following: "Marketing plans for the all-important
Christmas period have been implemented and sales to retail are increasing.
Fountain already has forward bookings for 2004 and continues to be a popular
venue for producing major shows.

Our stated strategy is to achieve growth both organically and via strategic
acquisitions. Our first year of trading has, I believe, confirmed our ability to
grow the business organically and we have a strong platform, particularly in the
publishing business, from which to build, while at the same time the Board
continues to examine a number of potential acquisition opportunities."


Dividends

The interim dividend of 2.0p per share declared by Old Avesco on 11 December
2003 will be paid on 6 April 2004 to shareholders of InvestinMedia on its
register of shareholders on 5 March 2004. The shares of New Avesco will carry no
entitlement to receive this dividend.

The dividend policies of both New Avesco and InvestinMedia will be reviewed in
light of the progress of their respective businesses and the availability of
distributable reserves.

The directors of both New Avesco and Old Avesco intend to be able to pursue
dividend payment policies that reflect both the underlying level and growth in
earnings that they are able to achieve taking into account their future working
capital requirements and any future acquisitions.


Working capital confirmation for InvestinMedia

In the opinion of the directors of InvestinMedia, having made due and careful
enquiry, the working capital available to InvestinMedia and its subsidiaries
will be sufficient for its present requirements, that is for at least twelve
months from the date of completion of the Demerger.


Expected timetable of principal events

A timetable showing the principal events relating to the Demerger is as follows:

                                                                                                       2004
Latest time and date for receipt by the Registrar of Forms of Proxy for the        10.00 a.m. on 25 January
Extraordinary General Meeting
Extraordinary General Meeting                                                      10.00 a.m. on 27 January
Last day of trading on AIM for Old Avesco Shares prior to suspension from                       17 February
trading for Court hearing
Demerger Record Time                                                               6.00 p.m. on 17 February
Court hearing of petition to confirm the Old Avesco Reduction of Capital                        18 February
Old Avesco Reduction of Capital occurs and the Demerger is completed               5.30 p.m. on 18 February
Dealings in New Avesco Shares commence on AIM                                      8.00 a.m. on 19 February
Dealings in InvestinMedia Shares re-commence on AIM                                8.00 a.m. on 19 February
Crediting of New Avesco Shares to CREST                                            8.00 a.m. on 19 February
Despatch of share certificates for New Avesco Shares and InvestinMedia Shares                by 26 February


Copies of the shareholder circular and AIM admission document posted to Avesco
Shareholders today will be available to the public free of charge from the
registered office of the Company and from the offices of Durlacher, 4 Chiswell
Street, London EC1Y 4UP during normal business hours on any week day, Saturdays
and public holidays excepted, from the date of this document until the date one
month following admission to AIM of New Avesco Shares.

End

Enquiries:

Avesco plc                                                          01293 583400
Richard Murray, Chairman
David Nicholson, Group Chief Executive
David Brocksom, Group Finance Director
Ian Martin, Non-executive Director

Durlacher Limited (Nominated Adviser and joint broker to Avesco)   020 7459 3600
Simon Hirst, Head of Corporate Finance
Richard Swindells, Director, Corporate Finance


Durlacher Limited, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Avesco plc and no-one else in
connection with the proposals described in this announcement and will not be
responsible to anyone other than Avesco plc for providing the protections
afforded to the customers of Durlacher Limited nor for providing advice in
relation to the contents of this announcement.

Terms used in this announcement have the same meaning as those defined in the
shareholder circular being posted to Avesco Shareholders today.


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

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