Issue of Equity amended to include the disposals

12 August 2014

                               Talent Group PLC                                

                   ("Talent" or the "Company" or the "Group)                   

   Disposal, Capital Reorganisation, Subscription to raise £50,000, Issue of   
Warrants, new Investing Policy, Change of Name, new Articles of Association and
                           Notice of General Meeting                           

 For all defined terms within this announcement please refer to Appendix 2 at  
                         the end of this announcement                          

The Company announces that it had entered into conditional Sale and Purchase
Agreements to dispose of its wholly owned subsidiaries Talent Holdings and
Talent South, and that it intends to raise £50,000 before expenses by means of
a subscription for 1,694,911 New Ordinary Shares (with 1,694,911 Subscription
Warrants attached), following the implementation of the Capital Reorganisation.
The Company intends to utilise those funds in connection with implementing a
proposed new Investing Policy for the Company, further details of which are set
out below.

Disposal

Pursuant to the Talent South Sale and Purchase Agreement, Stitchcombe, a
company which is beneficially owned and controlled by Bob Benton, Non-Executive
Director of the Company, and his wife, has conditionally agreed to acquire the
entire issued share capital of Talent South for a maximum cash consideration of
£96,000. Of the consideration, £30,000 will be payable on completion and the
remainder will be paid in eight monthly instalments amounting to £8,250 per
month, starting one month from the date of completion of the disposal. The
payment of deferred consideration is conditional on certain maximum liabilities
not being exceeded at the completion date.

Following completion of the disposal of Talent South, the company will be
renamed Woodcut Media and Kate Beal and her husband, Matt Blyth, are expected
to acquire a 20 per cent. holding from Stitchcombe.

In addition, pursuant to the Talent Holdings Sale and Purchase Agreement,
Talent 2014 Limited has conditionally agreed to acquire the entire issued share
capital of Talent Holdings in consideration for which certain intercompany
debts directly owed by the Company to Talent Holdings and also to its
subsidiary Talent Television Limited, amounting to £270,500 in aggregate, will
be assumed by Talent 2014. Furthermore loans provided by Terry Bate to the
Group, totalling £944,000, will remain a liability of the Talent Holdings group
of companies, and will therefore no longer be a liability of the Company
following completion of the Proposals. Stephen Callen is also a director of
Talent 2014 Limited.

The amount of intercompany debt to be novated to and assumed by Talent 2014
Limited assumes that the consideration monies that become due and payable to
the Company under the Talent South Sale and Purchase Agreement will be utilised
to reduce the amount of inter-company debt owed to Talent Television Limited, a
subsidiary of Talent Holdings.

Following the Disposals the Company will be left with only one subsidiary, RMR
Design Associates Limited, which is a dormant company.

Due to the fact that Bob Benton is a Director of the Company and a substantial
Shareholder, the entry into the Talent South Sale and Purchase Agreement with
Stitchcombe constitutes a related party transaction as defined by the AIM
Rules. In addition, the entry into the Talent Holdings Sale and Purchase
Agreement with Talent 2014 Limited also constitutes a related party transaction
in accordance with the AIM Rules due to it being beneficially owned by Terry
Bate, a Director and a substantial Shareholder of Talent, and Stephen Callen, a
Director of Talent, also being on the board.

As it is intended that Kate Beal and her husband, Matt Blythe, will acquire 20
per cent. of the issued share capital of Talent South, to be renamed Woodcut
Media following completion of the Disposals, Kate Beal is deemed to be
conflicted for the purposes of the proposals and has taken no part in the
deliberations regarding the Proposals.

The Independent Director, having consulted with Sanlam Securities, the
Company's Nominated Adviser, considers that the terms of the Disposals are fair
and reasonable insofar as Shareholders are concerned.

Proposed New Investing Policy

If the Disposals are approved, the Company will have disposed of all of its
trading businesses. Under Rule 15 of the AIM Rules the Company will be
reclassified as an Investing Company. Under the AIM Rules, Investing Companies
are required to adopt an Investing Policy that must be approved by
Shareholders.

The Company's proposed new Investing Policy is to invest in and/or acquire
technology and media companies and/or assets where the New Board believes there
are opportunities for growth which, if achieved, will be earnings enhancing for
Shareholders.

Where appropriate, the New Board may seek to invest in businesses where it may
influence the business at a board level, add their expertise to the management
of the business, and utilise their significant industry relationships and
access to finance. The ability to work alongside a strong management team to
maximise returns through revenue growth will be something the New Board will
focus upon initially.

The Company's interests in a proposed investment and/or acquisition may range
from a minority position to full ownership and may comprise one investment or
multiple investments. The proposed investments may be in either quoted or
unquoted companies; and may be in companies, partnerships, debt or other loan
structures, joint ventures or direct or indirect interests in assets or
projects.  The New Board may focus on investments where intrinsic value can be
achieved from the restructuring of investments or merger of complementary
businesses.

The New Board will place no minimum or maximum limit on the length of time that
any investment may be held. The Company may be both an active and a passive
investor depending on the nature of the individual investment.

There is no limit on the number of projects into which the Company may invest,
and the Company's financial resources may be invested in a number of
propositions or in just one investment, which may be deemed to be a reverse
takeover under the AIM Rules. The Directors intend to mitigate risk by
appropriate due diligence and transaction analysis. Any transaction
constituting a reverse takeover under the AIM Rules will also require
Shareholder approval. The New Board considers that as investments are made, and
new promising investment opportunities arise, further funding of the Company
may also be required.

Investments may be made in all types of assets and there will be no investment
restrictions on the type of investment that the Company might make or the type
of opportunity that may be considered. The Company may consider possible
opportunities anywhere in the world.

The New Board will conduct initial due diligence appraisals of potential
business or projects and, where they believe further investigation is
warranted, intend to appoint appropriately qualified persons to assist. The New
Board believes it has a broad range of contacts through which they are aware of
various opportunities which may prove suitable, although at this point only
preliminary due diligence has been undertaken. The New Board believes its
expertise will enable it to determine quickly which opportunities could be
viable and so progress quickly to formal due diligence. The Company will not
have a separate investment manager. The Company proposes to carry out a
comprehensive and thorough project review process in which all material aspects
of a potential project or business will be subject to rigorous due diligence,
as appropriate.

As an Investing Company, the Company will be required to make an acquisition or
acquisitions which constitutes a reverse takeover under the AIM Rules or
otherwise implement its proposed Investing Policy on or before the date falling
12 months from Admission and the adoption of the Investing Policy failing
which, the New Ordinary Shares would then be suspended from trading on AIM. In
the event that the New Ordinary Shares are so suspended and the Company fails
to make an acquisition or acquisitions which constitute a reverse takeover
under the AIM Rules or otherwise implement its proposed Investing Policy, the
admission to trading on AIM would be cancelled six months from the date of
suspension.

Change of Name

In order to reflect the change in the Company's business and the disposal of
Talent South and Talent Holdings, the Company is also proposing to change its
name to Guscio PLC. Accordingly, the Notice of General Meeting at the end of
the Circular includes a resolution to approve this name change.

Subscription

Under the terms of the Subscription, the Subscribers have agreed to subscribe
for 1,694,911 Subscription Shares, in aggregate, at the Subscription Price,
raising £50,000 before expenses for the benefit of the Company. The Subscribers
will be issued with one Subscription Warrant for each Subscription Share and
these warrants will be exercisable at the Subscription Price at any time during
the five year period from the date of issue.

The Subscription is conditional, inter alia, upon the passing of the
Resolutions, the admission of the Enlarged Issued Ordinary Share Capital to
trading on AIM and the Independent Director, having consulted with Sanlam
Securities as the Company's nominated adviser, declaring that the Disposals are
considered fair and reasonable insofar as shareholders are concerned.
Accordingly, the Company has convened the General Meeting, notice of which is
set out at the end of the Circular.

The Subscription Shares, when issued and fully paid, will rank equally in all
respects with the New Ordinary Shares. The Subscription Warrants will not be
admitted to trading on any market but will be freely transferable.

It is expected that Admission will become effective and dealings in the
Enlarged Issued Ordinary Share Capital will commence on 9 September 2014.

Following the Subscription and Admission, the Company will have 3,384,163 New
Ordinary Shares in issue and admitted to trading on AIM.

Capital Reorganisation

The Subscription Price (which is the equivalent of 0.227p per share prior to
the Capital Reorganisation) is below the present nominal value of the Existing
Ordinary Shares and the Company is prohibited by law from issuing fully paid
shares at a discount to the nominal, or par, value of its shares. Therefore, in
order to carry out the Subscription, it is necessary to reduce the nominal
value of the Company's issued Existing Ordinary Shares to an appropriate level
which is less than the Subscription Price. Accordingly, the Directors have
decided that a share reorganisation should be effected on the following basis:

 a. the Existing Ordinary Shares of 1p each will be consolidated into ordinary
    shares of 13p each at a ratio of 13 Existing Ordinary Shares for every 1
    new ordinary share of 13p each; and
   
 b. each of the new ordinary shares of 13p each will then be subdivided into
    and reclassified as one New Ordinary Share (being an ordinary share in the
    capital of the Company with a nominal value of 0.1p each) and one New
    Deferred Share (being a B deferred share in the capital of the Company of
    12.9p nominal value).
   
The New Deferred Shares will carry negligible value as they will not carry any
rights to vote or dividend rights and will not be admitted to trading on AIM
and will not be transferable. The New Deferred Shares shall have limited
rights, and shall be subject to the restrictions, set out in the Company's New
Articles. No share certificates will be issued in respect of the New Deferred
Shares nor will CREST accounts of shareholders be credited. It is intended that
in due course, all deferred shares in the capital of the Company will be
repurchased by the Company for an aggregate of £1 and cancelled.

The Existing Ordinary Shares are currently admitted to CREST. Application will
be made for the New Ordinary Shares arising from the Capital Reorganisation, to
be admitted to CREST, all of which may then be held and transferred by means of
CREST. The record date of the Capital Reorganisation is 5.00 p.m. on 8
September 2014.

The rights attaching to the New Ordinary Shares will be identical in all
respects to those of the Existing Ordinary Shares.

Shareholders with a holding of less than 13 Existing Ordinary Shares will not
be entitled to any New Ordinary Shares and any fractions of Ordinary Shares
arising from the Capital Reorganisation will be aggregated and sold for the
benefit of the Company.

It is anticipated that new certificates for the new redenominated shares will
be issued and dispatched at the Shareholder's risk by 16 September 2014 and
that CREST holders will have their CREST accounts credited with their new
holdings on 9 September 2014. Application will be made for the New Ordinary
Shares to be admitted to AIM at the same time as the Subscription Shares and it
is expected that Admission will become effective and that dealings in these
shares will commence on 9 September 2014. The ISIN for the New Ordinary Shares
will be GB00BPT23R97.

Warrants

It is intended that as part of the Proposals, Tony Humphreys and Marcus Yeoman
will each be granted warrants to subscribe for 338,416 New Ordinary Shares. The
Warrants will be granted on the same terms as the Subscription Warrants. The
Warrants are being issued in lieu of fees. Both Tony Humphreys and Marcus
Yeoman have agreed to waive all fees and entitlements until such time as a
transaction or an additional fundraising is completed.

Due to the fact that Tony Humphreys is a Director of the Company, the grant of
Warrants to him constitutes a related party transaction as defined by the AIM
Rules. The Independent Director, having consulted with Sanlam Securities, the
Company's Nominated Adviser, considers that the receipt of Warrants by Mr
Humphreys is fair and reasonable insofar as Shareholders are concerned.

The New Board

Conditional on Admission, Marcus Yeoman will be appointed to the Board. Terry
Bate will resign from the board as will Kate Beal, Stephen Callen, George
Kynoch and Bob Benton, all conditional on Admission. Tony Humphreys will remain
on the Board. Following Admission, the New Board will consist of Tony Humphreys
and Marcus Yeoman. Further information on Marcus Yeoman is set out below.

Marcus Yeoman (proposed Director), aged 51, is a non-Executive Director of
Reach4entertainment Enterprises Plc, 1 Spatial Plc and Enables IT PLC. He is
also a non-executive director of a number of private companies which have
engaged him principally to assist them with their growth strategies. His early
career started with the formation of three companies in IT infrastructure and
distribution, after which he moved into small company broking and corporate
work with Rathbone Stockbrokers Limited and Cheviot Capital (Nominees) Limited.
In 2003, Marcus established Springtime Consultants Ltd and has been acting as a
consultant or non-executive director to a number of listed companies and SME
ventures.

The New Articles

The Company proposes adopting new articles of association (the "New Articles")
in order to update the Company's current articles of association (the "Current
Articles") primarily to take account of changes in English company law brought
about by the implementation on 1 October 2009 of the remaining parts of the Act
and the implementation on 3 August 2009 of The Companies (Shareholders' Rights)
Regulations 2009. The New Articles will include the rights and restrictions
attaching to the New Deferred Shares. A copy of the proposed New Articles may
be obtained from the Company's registered office.

Annual General Meeting

As announced on the 1 April 2014, the Company's AGM was adjourned on 31 March
2014. The Company announces that the AGM has now been reconvened for 2.30pm on
8 September 2014 to consider and approve the resolutions which were included in
the notice of AGM which was published on 12 August 2014 and sent to
shareholders on that date. A copy of the AGM notice is available on the
Company's website http://www.talenttv.com/group/intro.php

Notice of General Meeting

A notice convening a General Meeting to be held at No 1 Duchess Street, Suite
2, Fifth Floor, London W1W 6AN on 8 September 2014 at 2.40 p.m., or such later
time as the Annual General Meeting of the Company convened for 2.30 p.m. on the
same day has concluded or been adjourned, for the purpose of considering and,
if thought fit, passing the following resolutions, of which resolutions 1 to 5
will be proposed as ordinary resolutions and resolutions 6 to 8 will be
proposed as special resolutions.

Copies of the Shareholder Circular and Notice of General Meeting are available
from the Company's registered office and on the Company's website http://
www.talenttv.com/group/intro.php

FURTHER ENQUIRIES

Talent Group PLC                                                               
Tony Humphreys (Managing Director)                                020 3053 1897

Sanlam Securities UK Limited                                                   
Simon Clements / Virginia Bull                                    020 7628 2200


Appendix 1

                   Expected timetable of principal events                    
                                                                             
Posting of the Circular to Shareholders                         12 August2014
                                                                             
Latest time for receipt of Forms of Proxy for the    2.40 p.m. on 4 September
General Meeting                                                          2014
                                                                             
Annual General Meeting                               2.30 p.m. on 8 September
                                                                         2014
                                                                             
General Meeting                                      2.40 p.m. on 8 September
                                                                         2014
                                                                             
                                                   (or such later time as the
                                                   Annual General Meeting has
                                                            been concluded or
                                                                   adjourned)
                                                                             
Record date for the Capital Reorganisation           5.00 p.m. on 8 September
                                                                         2014
                                                                             
Admission effective and trading expected to          8.00 a.m. on 9 September
commence in the Enlarged Issued Ordinary Share                           2014
Capital                                                                      
                                                                             
CREST accounts credited with New Ordinary Shares             9 September 2014
and Subscription Shares                                                      
                                                                             
Share certificates in respect of New Ordinary               16 September 2014
Shares and the Subscription Shares expected to be                            
despatched by no later than (where applicable)                               

Appendix 2

                                  Definitions                                  
                                                                               
The following definitions apply throughout the Circular, unless the context    
requires otherwise.                                                            
                                                                               
"Act"                       the Companies Act 2006 (as amended)                
                                                                               
"Admission"                 admission of the New Ordinary Shares in issue      
                            immediately following the Capital Reorganisation   
                            and the Subscription Shares to trading on AIM      
                            becoming effective in accordance with the AIM Rules
                                                                               
"AGM" or "Annual General    the rescheduled annual general meeting of the      
Meeting"                    Company to be held at 2.30 p.m. on 8 September     
                            2014, or any adjournment to that meeting           
                                                                               
"AIM"                       the AIM Market of London Stock Exchange            
                                                                               
"AIM Rules"                 the rules published by London Stock Exchange from  
                            time to time governing the admission to and        
                            operation of AIM                                   
                                                                               
"Capital Reorganisation"    the proposed consolidation and sub-division of     
                            every 13 Existing Ordinary Shares into one New     
                            Ordinary Share and one New Deferred Share          
                                                                               
"Circular"                  a document posted to shareholders by the Company on
                            the 12 August 2014 and can be found online at:     
                            http://www.talenttv.com/group/intro.php            
                                                                               
"Company" or "Talent"       Talent Group plc, a public limited company         
                            registered in England and Wales under registered   
                            number 2350901                                     
                                                                               
"CREST"                     the system for paperless settlement of trades and  
                            the holding of uncertificated shares administered  
                            through Euroclear UK & Ireland Limited             
                                                                               
"Directors" or "Board"      the existing directors of the Company as at the    
                            date of the Circular                               
                                                                               
"Disposals"                 the proposed disposals of Talent South and Talent  
                            Holdings pursuant to the Sale and Purchase         
                            Agreements                                         
                                                                               
"Enlarged Issued Ordinary   the 3,384,163 New Ordinary Shares in issue at      
Share Capital"              Admission                                          
                                                                               
"Existing Ordinary Shares"  the 21,960,284 issued ordinary shares of 1p each in
                            the capital of the Company                         
                                                                               
"Form of Proxy"             the form of proxy accompanying the Circular for use
                            in connection with the General Meeting             
                                                                               
"GM" or "General Meeting"   the general meeting of the Company, notice of which
                            is set out at the end of the Circular, to be held  
                            at 2.40 p.m. (or such later time as the Annual     
                            General Meeting has been concluded or adjourned) on
                            8 September 2014, or any adjournment to that       
                            meeting                                            
                                                                               
"Independent Director"      George Kynoch, who is not interested in the        
                            Proposals                                          
                                                                               
"Investing Company"         has the meaning described to the definition of     
                            "Investing Company" set out in the AIM Rules, that 
                            is, any AIM company which has as its primary       
                            business or objective, the investing of its funds  
                            in securities, businesses or assets of any         
                            description                                        
                                                                               
"Investing Policy"          the investing policy proposed to be adopted by the 
                            Company at the GM, subject to shareholder approval 
                            at the GM                                          
                                                                               
"New Articles"              the new articles of association proposed to be     
                            adopted at the General Meeting                     
                                                                               
"New Board"                 Anthony Humphreys and Marcus Yeoman                
                                                                               
"New Deferred Shares"       the new B deferred shares of 12.9p each arising    
                            from the Capital Reorganisation                    
                                                                               
"New Ordinary Shares"       the new ordinary shares of 0.1p each in the capital
                            of the Company arising from the Capital            
                            Reorganisation                                     
                                                                               
"Notice of GM"              the notice of General Meeting which forms part of  
                            the Circular                                       
                                                                               
"Proposals"                 the Disposals, the Subscription, the issue of the  
                            Warrants and implementation of the proposed        
                            Investing Policy                                   
                                                                               
"Resolutions"               the resolutions set out in the Notice of GM at the 
                            end of the Circular                                
                                                                               
"Sale and Purchase          the Talent South Sale and Purchase Agreement and   
Agreements"                 the Talent Holdings Sale and Purchase Agreement    
                                                                               
"Sanlam Securities"         Sanlam Securities UK Limited, the Company's        
                            Nominated Adviser and Broker                       
                                                                               
"Shareholders"              holders of Existing Ordinary Shares                
                                                                               
"Stitchcombe"               Stitchcombe Productions Limited, a company which is
                            beneficially owned and controlled by Bob Benton,   
                            Non-Executive Director of the Company, and his wife
                                                                               
"Subscribers"               the subscribers for New Ordinary Shares and        
                            Subscription Warrants pursuant to the Subscription 
                                                                               
"Subscription"              the Subscription by the Subscribers for the        
                            Subscription Shares with Subscription Warrants     
                            attached                                           
                                                                               
"Subscription Share Price"  2.95p per New Ordinary Share                       
                                                                               
"Subscription Shares"       the 1,694,911 New Ordinary Shares to be issued by  
                            the Company pursuant to the Subscription           
                                                                               
"Subscription Warrants"     the warrants to subscribe for up to 1,694,911 New  
                            Ordinary Shares at the Subscription Price to be    
                            granted by the Company pursuant to the Warrant     
                            Instrument 2014 in connection with the Subscription
                                                                               
"Talent Holdings"           Talent Holdings Limited                            
                                                                               
"Talent Holdings Sale and   the conditional sale and purchase agreement dated  
Purchase Agreement"         12 August 2014 between (1) the Company; and (2)    
                            Talent 2014 Limited (a company owned by Terry Bate)
                            relating to the sale and purchase of the entire    
                            issued share capital of Talent Holdings (together  
                            with all its subsidiaries)                         
                                                                               
"Talent South"              Talent Television South Limited                    
                                                                               
"Talent South Sale and      the conditional sale and purchase agreement dated  
Purchase Agreement"         12 August 2014 between (1) the Company; and (2)    
                            Stitchcombe relating to the sale and purchase of   
                            the entire issued share capital of Talent South    
                                                                               
"Warrants"                  the warrants to subscribe for up to 676,832 New    
                            Ordinary Shares at the Subscription Price proposed 
                            to be granted by the Company pursuant to the       
                            Warrant Instrument 2014 to Marcus Yeoman and       
                            Anthony Humphreys                                  
                                                                               
"Warrant Instrument 2014"   the warrant instrument to be adopted by the Company
                            pursuant to which the Subscription Warrants and the
                            Warrants will be granted