RNS Number:5331P
Media Square PLC
09 September 2003


Media Square Plc ("Media Square" and the "Company")

Placing



                                MEDIA SQUARE PLC

                        PLACING AND DEBT CAPITALISATION

                              TO RAISE #3 MILLION


Media Square, the AIM listed marketing communications group, has announced a
successful placing and debt capitalisation to raise a total of #3 million from
institutional and other investors.  The Company plans to invest the new funds in
the rapid development and expansion of its business.

Announcing the news, Media Square's Chairman, Kevin Steeds, said:

"During the last nine months the management team and employees of Media Square
have worked tremendously hard to place the business on a sound footing for the
future.  Raising new funds for expansion is central to our strategy of
developing a strong and growing marketing communications group that can compete
with the very best.

"We have been particularly encouraged by the very positive response to the
placing and debt capitalisation from new institutional investors.  Of the #3
million to be raised, institutional investors have subscribed for #2.4 million".

Fundraising highlights:

-   Placing of 33,552,088 new Ordinary Shares at 8 pence per share to raise #2.7 
    million;

-   #2.4 million raised from new institutional investors and #0.3 million from 
    directors and existing investors; and

-   #0.3 million of debt capitalised into 3,947,912 new Ordinary Shares at 8 
    pence per share.

Media Square plans to use the funds raised to:

-   strengthen the Company's balance sheet and thereby make it more attractive 
    to current and future business partners;

-   enable the management team to continue its policy of investing in existing 
    and new businesses.



For further information, please contact:

Kevin Steeds                                       Tel: 07787 518 179
Chairman, Media Square Plc                         E-mail: kevin.steeds@mediasquare.co.uk

Jeremy Middleton                                   Tel: 07889 206 155
Group Operations Director, Media Square Plc        E-mail: jeremy.middleton@mediasquare.co.uk

Philip Johnson                                     Tel: 0161 214 6540
Brown, Shipley & Co. Limited

Justine Howarth or Ana Ribeiro                     Tel. 020 7287 5544
Parkgreen Communications





The following is an extract from a document that was posted to Shareholders
yesterday evening:


"Introduction

The Company proposes to raise #3.0 million, before expenses, by way of the
Placing and the Debt Capitalisation, of which #2.4 million has been placed with
new institutional investors.  The purpose of this letter is to provide you with
further information on the Placing and Debt Capitalisation, which it is proposed
will be carried out on a non pre-emptive basis, and to seek your approval for
the Resolutions at the forthcoming EGM in order to effect the Placing and Debt
Capitalisation.  Notice of the EGM, which will be held at 10.00am on 1 October
2003 is set out at the end of this document.


Background to and reasons for the Placing and Debt Capitalisation

The Directors believe that the proposed Placing and Debt Capitalisation will
have an immediate positive effect on the business of Media Square in a number of
areas.  It will serve to strengthen the Group's balance sheet; it will make the
Group more attractive to current and future business partners and it will enable
the management team to continue its policy of investing in existing and new
businesses.

Your Directors have recognised for some time that additional equity capital
would be necessary to pursue these objectives and address the issues I have just
described.  The Placing will broaden our institutional shareholder base and
enhance our financial strength.  We also believe that complementary acquisition
opportunities exist in our market place, particularly for those companies with
the resources to exploit them.


The Placing

The Company is proposing to raise #2.7 million gross by the issue of 33,552,088
new Ordinary Shares at the Placing Price (representing 102.15 per cent. of the
Existing Ordinary Shares).  The Placing Price represents a discount of
approximately 16.88 per cent. to the closing mid market price of the Ordinary
Shares on 5 September 2003.

The Placing Shares and the Debt Capitalisation Shares will not be offered
generally to Shareholders, whether on a pre-emptive basis or otherwise.  The
Directors believe that the additional cost and delay which a rights issue or an
open offer would entail, would not be in the best interests of the Company in
the circumstances.

Whilst the Placing is not a formal pre-emptive offer to Shareholders, Brown
Shipley Securities has placed 1,562,500 Placing Shares with Pertemps Group,
which holds approximately 24.13 per cent. of the Existing Share Capital. 
Details of the number of Placing Shares that have been placed with Pertemps
Group and the percentage of the Enlarged Share Capital that Pertemps Group will
hold following the Placing and Debt Capitalisation are detailed in the table
below.

In addition, certain Directors have conditionally agreed to subscribe in
aggregate for 1,864,588 Placing Shares in the Placing.  The table set out in the
paragraph headed "Debt Capitalisation" shows the shareholdings of the Directors
and Pertemps Group following the Debt Capitalisation and the Placing.

The remaining 30,000,000 Placing Shares have been placed with a number of
institutional investors by Brown Shipley Securities.

The Placing is conditional, inter alia, on the passing of the Resolutions and
Admission becoming effective.  Application will be made for the Placing Shares
to be admitted to AIM and dealings are expected to commence on 2 October 2003.


Debt Capitalisation

The Company is proposing to capitalise the following debt into Ordinary Shares
at the Capitalisation Price:

Lender                 Amount of debt to be Final repayment due    Number of Ordinary Shares to be
                                capitalised                date               received in the Debt
                                                                                    Capitalisation

A J B Middleton                    #125,000      2 January 2004                          1,562,500
A J B Middleton                     #65,833         31 May 2005                            822,912
Pertemps Group                     #125,000      2 January 2004                          1,562,500


The shareholdings of A J B Middleton and the Pertemps Group following the
proposed Placing and Debt Capitalisation are shown in the table below.

The Debt Capitalisation is conditional, inter alia, on the passing of the
Resolutions and Admission becoming effective.  Application will be made for the
Debt Capitalisation Shares to be admitted to AIM and dealings are expected to
commence on 2 October 2003.


Shareholder /            Existing  Number of Placing        Number of    Shareholding   Percentage
Director               holding of             Shares  Ordinary Shares       following  of Enlarged
                  Ordinary Shares      conditionally   to be received   completion of        Share
                                         placed with      in the Debt the Placing and      Capital
                                          Director /   Capitalisation            Debt
                                      Pertemps Group                   Capitalisation

K B Steeds                 50,000            937,500                -         987,500         1.40
A J B Middleton         8,812,871            875,000        2,385,412      12,073,283        17.15
G I Burns               1,266,667            177,088                -       1,443,755         2.05
J P Nixon                       -                  -                -               -            -
Pertemps Group          7,927,391          1,562,500        1,562,500      11,052,391        15.70


Current trading

The Group is currently performing better than it has in each of its previous two
years in business.  Sales have grown considerably and the Group is now well
placed to maintain its current sales and revenue run rates, with more than 200
active customers spread across a broad range of industry sectors."


Extraordinary General Meeting

An Extraordinary General Meeting of the Company will be held at the offices of
Brown, Shipley & Co. Limited, One King Street, Manchester M2 6AW on 1 October
2003 at 10.00am.  At this meeting, the Resolutions will be proposed for the
following purposes:

(a)   resolution 1a is an ordinary resolution to increase the authorised share 
      capital of the Company from #2,500,000 to #4,500,000 by the creation of 
      40,000,000 new Ordinary Shares;

(b)   resolution 1b is an ordinary resolution to authorise the Directors, 
      pursuant to Section 80 of the Companies Act 1985, to allot relevant 
      securities up to an aggregate nominal amount of #2,450,000; and

(c)   resolution 2 is a special resolution to authorise the Directors to allot 
      equity securities for cash outside Shareholders' statutory pre-emption 
      provisions.


Board Recommendation and voting intentions

Your Board considers the Placing to be in the best interests of the Company and
Shareholders as a whole.  Accordingly, your Directors unanimously recommend that
you vote in favour of the Resolutions as they intend to do in respect of their
holdings of 10,129,538 Ordinary Shares, representing approximately 30.84 per
cent. of the Existing Ordinary Shares of the Company.

In addition, Shareholders holding a further 10,924,058 Ordinary Shares,
representing approximately 33.26 per cent. of the Existing Ordinary Shares of
the Company, have irrevocably undertaken to vote in favour of the Resolutions.

In total, irrevocable undertakings to vote in favour of the Resolutions have
been received in respect of 21,053,596 Ordinary Shares, representing
approximately 64.10 per cent. of the Existing Ordinary Shares of the Company.

Terms used here are as defined in the circular dispatched to the Company's 
shareholders on 8 September 2003.



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