Proposed Placing and Loan Interest Conversion

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13 December 2013

                                 MediaZest Plc                                 

               ("MediaZest", the "Company" or "Group"; AIM: MDZ)               

        Proposed £865,000 Placing and £166,719 Loan Interest Conversion        

                  Trading update and expected Interim Results                  

MediaZest, the creative digital out-of-home advertising company, is pleased to
announce that it has conditionally raised £865,000 (before expenses) through a
placing of 247,142,800 new Ordinary Shares with existing and new institutional
investors arranged by Hybridan LLP and that, in addition, it proposes to issue
47,479,714 new Ordinary Shares through the conversion of loan interest
amounting to £166,179, in each case at a price of 0.35p per Ordinary Share. The
Issue Price represents an approximate 11.4 per cent. discount to the closing
mid-market price of 0.395p per Ordinary Share on 12 December 2013 (being the
Business Day before the announcement of the Proposals).

Background to and reasons for the Placing and the Loan Interest Conversion

The Group has made progress in the last 12 months through winning a significant
contract with a large multinational brand. This development has enabled the
Group to improve its financial performance and provides numerous ongoing
opportunities to continue to improve it further in the coming years.

To this end, the Board believes that further investment is required to allow
the Company to take advantage of the opportunities before it.

In particular, the Board believes it is in the best interests of the Company
and Shareholders as a whole to raise additional funding in order to achieve the
following:

 1. Retire a further proportion of shareholder loans
   
As at 11 December 2013, the Group had aggregate loan principal and interest
indebtedness of £546,179 owing to City and Claremont Capital Assets Ltd and to
EP&F Capital plc.

These loans carry annual interest rate coupons of between 10 per cent. and 20
per cent. Interest payments in the last financial year ended 31 March 2013
amounted to £138,000, a substantial proportion of the Group's cost base.

The Board proposes to reduce this cost and significantly improve financial
performance by repaying £180,000 of the outstanding principal and converting
outstanding interest of £166,179 into new Ordinary Shares at the Issue Price.

This will leave the Company with an outstanding loan from City and Claremont
Capital Assets Ltd of £200,000 (versus £530,000 of total shareholder loan
principal at the beginning of the financial year, 1 April 2013). In turn, the
Board believes this will make the Company more attractive to investors in the
future by improving financial performance, de-gearing the balance sheet and
offering potentially greater returns to equity investors.

As part of the loan principal repayments, the Board intends to repay the
remaining balance of the loan principal of £60,000 provided by EP&F Capital
plc, a company of which Mr Lance O'Neill is also a director.

 2. Development of products
   
The Board has identified three key areas in which it believes product
development will deliver a new solution that will allow the Company to achieve
improved sales results.

All three of these products have been researched with the Company's existing
customer base and represent improvements on existing technologies on the
market, in the opinion of the Board.

Specifically the three areas of development will be:

  * holographic solutions;
   
  * shelf edge screen solutions; and
   
  * audience measurement software.
   
To accomplish the latter, the Company has recently signed a Memorandum of
Understanding with Argus Global (Biometric Technologies Limited) ("Argus") to
develop its own advanced audience measurement and facial recognition solution
in partnership with Argus. The Board expects to make a further detailed
announcement regarding this development in the coming weeks.

 3. Investment in the sales process and working capital
   
Over the previous nine months, the Company has invested significantly in
recruiting additional sales and marketing personnel, and opened a London
showroom in order to allow customers to view the MediaZest product range more
easily.

The remaining investment funds raised will be used to continue this work and to
allow for additional marketing as well as to provide working capital.

Current Trading and Prospects, expected Interim Results

On 9 September 2013, the Company made the following statement on the trading
outlook for the 2013/14 financial year in the annual results announcement for
the year ended 31 March 2013:

"The Group has continued to add to its client base of blue chip retailers and
brands and has an enviable record of client retention. In view of this and with
the objective of expanding the Group's business further the Company has taken
on new business premises in Woking, moving from its current location in
Farnham. It has also set up a demonstration showroom in Shoreditch in close
proximity to the City of London."

"There has been a successful start to the financial year ending 31 March 2014.
The Group won its single largest piece of business in April 2013 and this along
with several other substantial contracts have given the Company a strong
business base for this financial year. It has already booked revenue within the
first five months of the current financial year significantly in excess of the
corresponding period in the financial year ending 31 March 2013."

On 7 November 2013, the Company announced new contract wins and updated
shareholders on trading in the 2013/14 financial year as follows:

"Revenue for the current financial year ending 31 March 2014 is already
significantly in excess of last year's turnover. The Company expects to build
on that in the remaining months of the period."

The Company intends to announce its unaudited interim results for the six
months ended 30 September 2013 by 20 December 2013. The Company expects to
report revenue for the six months ended 30 September 2013 in the region of £
1,572,000 (2012 - £964,000), gross margin of approximately £576,000 (2012 - £
461,000) and a loss for the period, after taxation, of approximately £183,000
(2012 - £239,000 loss). EBITDA is expected to be a loss of approximately £
98,000 (2012 - £164,000 loss) before interest and finance costs of £77,000
(2012 - £55,000). These results reflect the heavy investment that the Group has
made in sales and marketing resources during the period.

The Directors believe that the strategy of offering clients a full range of
solutions around the provision of equipment, including design, consultancy,
installation, content production and management together with ongoing service
and maintenance, is beginning to reap significant benefits for the Company.

Use of Proceeds

The net cash proceeds of the Placing are expected to amount to approximately £
775,000, of which £180,000 will be used to pay down a portion of the Company's
existing debt in order to reduce the Company's financing costs and to
strengthen the balance sheet. A further £100,000 is expected to be invested in
development of unique holographic solutions, shelf edge solutions and in the
partnership for audience measurement software. The balance of the net cash
proceeds of £495,000 will be used for working capital and continued investment
in sales and marketing. The Company raised £115,000 more than originally
planned and will allocate such amount towards potentially paying down further
debt in addition to financing the ongoing expansion of the business in line
with the stated plan.

Placing

The Company is proposing to raise £865,000 (before expenses) by way of a
placing of 247,142,800 new Ordinary Shares at the Issue Price. The Placing
Shares will represent approximately 27 per cent. of the Enlarged Share Capital.

Loan Interest Conversion and Related Party Transactions

City and Claremont Capital Assets Ltd

City and Claremont Capital Assets Ltd ("C&C") is a related party by virtue of
being a substantial shareholder of the Company as defined in the AIM Rules.

C&C is subscribing for 34,031,143 new Ordinary Shares at the Issue Price
through the conversion of £119,109 of loan interest indebtedness due to it and
is to be paid £120,000 from the net proceeds of the Placing in part settlement
of the Company's existing indebtedness to it (the "C&C Transaction"), following
which its outstanding loan principal balance will be £200,000.

The C&C Transaction is deemed a related party transaction under the AIM Rules.
The Directors, having consulted with the Company's nominated adviser, Northland
Capital Partners Limited, consider that the terms of the C&C Transaction are
fair and reasonable insofar as Shareholders are concerned.

Following Admission, C&C will be interested in 158,897,843 Ordinary Shares,
representing 17.4 per cent. of the Enlarged Share Capital.

EP&F Capital plc

Lance O'Neill, the Company's Chairman, is one of two directors on the board of
EP&F Capital plc ("EP&F").

EP&F is subscribing for 13,448,571 new Ordinary Shares at the Issue Price
through the conversion of £47,070 of loan interest indebtedness due to it and
is to be paid £60,000 from the net proceeds of the Placing in full settlement
of the Company's existing indebtedness to it (the "EP&F Transaction").

The EP&F Transaction is deemed a related party transaction under the AIM Rules.
The Directors (apart from Lance O'Neill, who is not regarded as independent for
this purpose), having consulted with the Company's nominated adviser, Northland
Capital Partners Limited, consider that the terms of the EP&F Transaction are
fair and reasonable insofar as Shareholders are concerned.

Following Admission, EP&F will be interested in 26,448,571 Ordinary Shares,
representing 2.9 per cent. of the Enlarged Share Capital.

The Loan Interest Conversion Shares will represent approximately 5 per cent. of
the Enlarged Share Capital.

Conditionality and Admission to AIM

The Placing and the Loan Interest Conversion are conditional, inter alia, on
the Company obtaining approval from Shareholders to grant the Directors the
authority to allot the Placing Shares and the Loan Interest Conversion Shares
and to dis-apply pre-emption rights, and on admission of the Placing Shares and
the Loan Interest Conversion Shares to trading on AIM.

Application will be made to the London Stock Exchange for the Placing Shares
and the Loan Interest Conversion Shares to be admitted to trading on AIM
("Admission"). It is expected that Admission will become effective at 8.00 a.m.
on 2 January 2014.

Notice of General Meeting

A circular convening a General Meeting to be held at 10.00 a.m. on 31 December
2013 is today being sent to Shareholders. The Directors believe that the
Resolutions to be proposed at the General Meeting are in the best interests of
the Company and Shareholders as a whole, and unanimously recommend that
Shareholders vote in favour of the Resolutions as they intend to do (or procure
be done) in respect of their own beneficial holdings totalling 38,688,059
Ordinary Shares, representing approximately 6.24 per cent. of the Existing
Ordinary Shares.

A copy of the circular will be available on the Company's website: 
www.mediazest.com

Lance O'Neill, MediaZest Chairman, commented: "The Board is very pleased with
the level of commitment exhibited by both current and new investors. The
savings on financing costs from paying down part of the existing debt will
reduce the Company's cost base as well as strengthen the Company's balance
sheet.

The Board notes a number of requests from shareholders regarding the identity
of the client behind the large international project announced in April 2013
and which it is currently delivering with great success. As previously
explained, the Company has signed a non-disclosure agreement with this client
to keep this information confidential until such time as the client approves a
Company press release. The Company is currently pitching on significant
additional opportunities with this client. In view of this situation, the
Company will not make an announcement to reveal the identity of the client
until such approval has been given.

The Company has made good progress in the last 12 months, in particular, and
this placing will allow it to capitalise upon the opportunities before it, both
in driving additional business and developing new products for which the Board
believes there is a substantial market. The Company will de-gear its balance
sheet as a consequence of this proposed placing. Furthermore, it will have
strengthened its working capital position which will enable it to continue to
invest in the sales and marketing process and to develop additional
products.The calendar year is ending on a high note and the Company can look
forward to further progress in 2014."

Total voting rights

Following Admission, the Company's enlarged issued share capital will comprise
914,614,741 Ordinary Shares. The Company does not hold any shares in treasury.
Therefore, the total number of Ordinary Shares with voting rights will be
914,614,741. This figure may be used by shareholders in the Company as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change in their interest in, the
share capital of the Company under the FCA's Disclosure and Transparency Rules.

Enquiries:

Geoff Robertson                           020 7724 5680                    
                                                                           
Chief Executive Officer                                                    
                                                                           
MediaZest Plc                                                              
                                                                           
Gavin Burnell / Edward Hutton             020 7796 8800                    
                                                                           
Nominated Adviser                                                          
                                                                           
Northland Capital Partners Limited                                         
                                                                           
Claire Noyce                              020 7947 4350                    
                                                                           
William Lynne                             020 7947 4361                    
                                                                           
Niall Pearson                             020 7947 4351                    
                                                                           
Broker                                                                     
                                                                           
Hybridan LLP                                                               

Notes to Editors:

MediaZest is a creative media agency that specialises in providing innovative
out-of-home marketing solutions to leading retailers, brand owners and
corporations, but also works in the public sector in both the NHS and Education
markets. The Group supplies an integrated service from content creation and
system design to installation, technical support and maintenance. MediaZest was
admitted to the London Stock Exchange's AIM market in February 2005. For more
information, please visit www.mediazest.com

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