Capital Reorganisation

Publishing Technology PLC
01 April 2008



      Publishing Technology PLC ("Publishing Technology" or "the Company")

                     Proposed Placing to raise £1.1 million
      Issue of 76,923,060 New Ordinary Shares on conversion of Loan Notes
                      Reorganisation of Share Capital and

                    Notice of Extraordinary General Meeting


Publishing Technology which designs, installs and hosts software systems for
publishers and information providers is pleased to announce a proposed Placing
to raise £1.1 million (before expenses) and the issue of 76,923,060 New Ordinary
Shares on conversion of £0.5 million of Loan Notes.

Despite the progress made in the last year as shown in today's results, the
prospects of the Group remain constrained by lack of working capital, and the
Board therefore believes that it is necessary for the Company to raise
additional funds to support its continued product development and promotion in
its market space. The publishing industry is evolving rapidly and the Board
believes that it is important to continue these developments to take full
advantage of opportunities that have been created by the creation of the
Publishing Technology group.

Accordingly, the Company proposes a placing of 168,230,560 Placing Shares at
0.65 pence per share to raise £1.1 million (before expenses). This includes
£580,000 that has been invested in aggregate by the Directors and senior
management. Of this amount, Martyn Rose, the Company's Chairman has invested
£500,000. In addition, the Company has agreed with the Trustees, inter alia,
that £500,000 of the Loan Notes will be converted into 76,923,060 New Ordinary
Shares at the Placing Price and that the next repayment of £500,000 due under
the Loan Notes on 31 December 2008 will be deferred to 30 June 2009, both of
which will assist the Company's working capital position.

The nominal value of the Existing Ordinary Shares is 1p and they are currently
trading at a discount to the nominal value. Thus the issue of shares at the
Placing Price can only take place following the Reorganisation. This will
require Shareholder approval at the EGM and a circular has been sent to
shareholders today.  In addition, Shareholder approval is required to increase
the number of New Ordinary Shares which shall be in issue following the
Reorganisation, to authorise the Directors to allot New Ordinary Shares, to
disapply pre-emption rights with regard to the allotment of New Ordinary Shares
and to amend the Company's Articles. In order to effect the Proposals, the
Resolutions need to be passed. Further information in relation to the Proposals
is set out below.


Reasons for the Placing and Conversion and use of proceeds

The Placing will raise approximately £0.94 million, net of expenses for the
Company. As detailed above, this, together with the reduction in overall debt
resulting from the Conversion and the deferral of the next repayment date under
the Loan Notes will contribute to available working capital and the Company will
utilise this to strengthen its balance sheet and assist in Publishing
Technology's continued development.


Results

The results for the financial period ended 31 December 2007 have been announced
today and can be viewed at www.publishingtechnology.com. Report and accounts for
the financial period ended 31 December 2007 will be sent to Shareholders in due
course.

Due to the reverse acquisition of Vista International Limited on 28 February
2007, the accounts for this period cover an 18 month period, or specifically,
Vista's trading prior to the acquisition from 1 July 2006 to 28 February 2007,
and a further 10 months of the combined Publishing Technology businesses to 31
December 2007.



Highlights on post-merger trading include:

•  Revenues have increased each quarter post merger;

•  Overheads of combined businesses substantially reduced;

•  Trading cash flow positive by end of period;

•  Over 50 new customers during 2007 and high level of customer
   retention; and

•  Significant impact on revenues and profits by US Dollar exchange rate
   weakening in 2007.


Financial highlights for full reporting period:

•  EBITDA of £0.2 million;

•  Total revenues of £18.4 million;

•  Gross profit of £6.2 million; and

•  Pre-tax loss of £1.7 million after foreign exchange losses of £0.3
   million and amortisation of intangible assets of £0.8 million.


Current trading and prospects

2007 saw the Company focus primarily on integration synergies and consolidation
to provide the Group with a stable and growing revenue base, and overheads were
reduced significantly. The Directors are particularly pleased that the expertise
and relationships of the combined Publishing Technology sales team have
successfully enabled realisation of new business opportunities that the separate
organisations had previously lacked the authority and ability to complete.

The Directors believe that the results of this greater customer confidence in
Publishing Technology are illustrated in the improvement in trading post merger,
and the Board is confident that this can be carried forward into 2008 by:

•  continuing to focus on increasing high-margin revenue streams;

•  providing innovative products to the expanding publishing and
   information industries; and

•  using the breadth of the Publishing Technology tools and services to
   differentiate the Group from its competitors.

Having completed vital integration and consolidation activities during 2007, the
Directors believe that the potential for the business in the coming years is
considerable and they look forward to the future with confidence.


The Reorganisation

The Reorganisation will result in the sub-division of each Existing Ordinary
Share of 1 p into one New Ordinary Share of 0.1 p and one Deferred "B" Share of
0.9p. The number of New Ordinary Shares in issue following the Reorganisation
(but prior to the issue of the Placing Shares and Conversion Shares) will equal
the number of Existing Ordinary Shares currently in issue.

After the implementation of the Reorganisation the nominal value of each New
Ordinary Share will be one tenth of that of each Existing Ordinary Share but
subject to that, each New Ordinary Share will have the same rights (including
voting and dividend rights and rights on a return of capital) as each Existing
Ordinary Share has at present.

The rights attaching to the Deferred "B" Shares, which are set out below and for
which no application for admission to trading on AIM will be made, will be
minimal, thereby rendering them effectively valueless. No certificates will be
issued in respect of the Deferred "B" Shares. The rights attaching to the
Deferred "B" Shares can be summarised as follows:



•  they will not entitle holders to receive any dividend or other distribution 
   or to receive notice of, attend, speak at or vote at general meetings of the 
   Company;

•  on a return of assets on a winding up, they will only entitle the holder to 
   the amounts paid up on such shares after the repayment of £10 million per 
   New Ordinary Share;

•  they will authorise the Company to appoint any person to execute on behalf 
   of the holders of the Deferred "B" Shares a transfer of such shares to the 
   Company, or such person as the Company may nominate as custodian, without any
   payment therefore and without the sanction of the holders of the Deferred 
   "B" Shares; and

•  the creation and issue of further shares which rank equally or in priority 
   to the Deferred "B" Shares or the passing of a resolution of the Company to 
   cancel the Deferred "B" Shares or to effect a reduction in capital shall not 
   constitute a modification or abrogation of their rights. Only whole numbers 
   of shares will be issued.

Amendment to the Articles

As part of the Reorganisation, the Company's Articles will need to be amended to
include the rights of the Deferred "B" Shares as described above.

Save in respect of the Deferred "B" Shares, no further amendments to the
Company's Articles will be undertaken.


The Placing and the Placing Agreement

Pursuant to the Placing Agreement entered into on 1 April 2008, 168,230,560 New
Ordinary Shares have been conditionally placed with institutional and other
investors at the Placing Price to raise net proceeds of approximately £0.94
million. The Placing Shares will, on Admission, be credited as fully paid and
will have the same rights in all respects as the New Ordinary Shares arising
from the Reorganisation and the Conversion Shares, including the right to
receive all dividends and other distributions declared, made or paid on the New
Ordinary Shares by reference to any record date following Admission.

The Placing is conditional, inter alia, upon:

•  the approval of the Resolutions at the EGM;

•  the Placing Agreement becoming unconditional in all respects and not
   having been terminated in accordance with its terms; and

•  Admission.


As part of the Placing, Directors and members of the senior management team have
agreed to subscribe in aggregate for 89,230,560 Placing Shares at the Placing
Price, which represents £580,000 in aggregate or approximately 53 per cent. of
the Placing.

Directors' shareholdings

The interests of the Directors in the ordinary share capital of the Company as
at 1 April 2008 and as they are expected to be immediately following the
Reorganisation and Admission are as follows:


                           Number of Percentage of   Conversion      Enlarged    Ordinary
                            Existing    issued New       Shares       Holding      Shares
                            Ordinary       Placing
                        Shares of 1p        Shares
                                each

Martyn Rose*              91,965,293    76,923,060   76,923,060   245,811,413        29.2

George Lossius            36,164,628     3,846,100            -    40,007,728         4.8

Alan Moug                 36,414,628     3,846,100            -    40,007,728         4.8

Ward Shaw                  6,308,978             -            -     6,308,978         0.7

Mark Rowse                26,558,558       769,200            -    27,327,758         3.2


*34,591,265 Existing Ordinary Shares are held by the Trustees



Conversion and Amendments to the Loan Notes

Under current terms, the Loan Notes can be converted into Ordinary Shares only
in the months of June and December in the years 2008, 2009 and 2010, at a rate
of 26.67 Ordinary Shares for every £1.00 of Loan Notes converted in 2008
(effectively, 3.75p per share), 19.05 Ordinary Shares for every £1.00 of Loan
Notes converted in 2009 (effectively, 5.25p per share) and 14.29 Ordinary Shares
for every £1.00 of Loan Notes converted in 2010 (effectively, 7.00p per share).
The Loan Notes are held by the Trustees of the MC Rose Settlement No. 1, a
settlement of which Martyn Rose, a director of the Company, is a trustee and
beneficiary.

The Company has today entered into an agreement with the Trustees providing for
conversion of part of the Loan Notes and amendment of the terms of the remaining
Loan Notes. The key terms of this agreement can be summarised as follows:


•  the agreement is conditional on the passing of the Resolutions and
   completion of the Placing save for Admission;

•  £500,000 of the Loan Notes will be converted, at the Placing Price, into 
   76,923,060 New Ordinary Shares, being the Conversion Shares;

•  outstanding interest of approximately £185,000 due to the Trustees will be 
   repaid immediately after Admission and the Trustees will waive any claim
   against the Company for its default in not making payments of principal and
   interest to date. Additionally, interest accruing from Admission will only
   become payable on 31 December 2008, with no interest payable in June 2008;

•  the next Loan Notes conversion window, June 2008, will be deferred to
   December 2008;

•  the conversion price applying during the conversion windows of June and 
   December 2008, currently 3.75p per ordinary share, will be reduced to 1p per
   New Ordinary Share in respect of up to £1 million of the Loan Notes and any
   balance of the £1 million of Loan Notes not converted in December 2008, will 
   be available for conversion at 1p per New Ordinary Share between 1 April 2009 
   and 30 June 2009;

•  the conversion price applying during the conversion window of December 2009, 
   currently 5.25p per ordinary share, will be reduced to 1p per New Ordinary
   Share in respect of up to £500,000 of Loan Notes, provided that no more than 
   a total of £1 million of Loan Notes is converted at 1p per New Ordinary Share
   in the December 2008 and 1 April 2009 to 30 June 2009 and December 2009 
   conversion periods;

•  the next repayment date of 31 December 2008, on which £500,000 is
   repayable, will be postponed until 30 June 2009.



Save as summarised above, the terms of the Loan Notes will remain unaltered.

Given that Martyn Rose is a substantial shareholder and a Director, the
amendment of the terms of the existing Loan Notes is a related party transaction
under the AIM Rules.

Application will be made to the London Stock Exchange for the New Ordinary
Shares in issue arising from the Reorganisation, the Placing Shares and the
Conversion Shares to be admitted to trading on AIM. It is expected that
Admission will become effective and dealings in the New Ordinary Shares in issue
arising from the Reorganisation, the Placing Shares and the Conversion Shares
will commence on 28 April 2008. No application has been or is being made for
these shares to be admitted to any other recognised investment exchange.


Working capital

In the opinion of the Directors having made due and careful enquiry (but without
having engaged the Company's auditors to test or report on their findings),
taking into account the bank and other facilities available to the Group, the
reduction in debt arising on the Conversion and the net proceeds of the Placing,
the working capital available to the Group will be sufficient for its present
requirements, that is for at least the next 12 months from the date of this
document.


Extraordinary General Meeting

An Extraordinary General Meeting to consider the Proposals will be held at 44
Southampton Buildings, London WC2A 1AP at 11am on 25 April 2008.



For further information please contact:

Publishing Technology PLC
George Lossius/Alan Moug                        01865 397800

FinnCap, nominated adviser and broker
Geoff Nash/Rose Herbert                         020 7600 1658

The Communication Group plc
Richard Evans                                   020 7630 1411 / 0775 108 7291
Kit Bingham                                     020 7630 1411 / 0788 074 8672



                               PLACING STATISTICS

Placing Price                                                                             0.65p
Number of Placing Shares, the subject of the Placing                                168,230,560
Number of New Ordinary Shares issued pursuant to partial conversion of the Loan     
Notes                                                                                76,923,060
Number of New Ordinary Shares in issue following the Placing, Conversion and       
Reorganisation                                                                      841,361,040
Market capitalisation of the Company at the Placing Price                          £5.5 million
Estimated net proceeds receivable by the Company                                  £0.94 million


                     EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Latest time and date for receipt of Forms of Proxy                                        11am on 23 April 2008
Extraordinary General Meeting                                                             11am on 25 April 2008
Record Date for the Reorganisation                                                                25 April 2008
Admission and dealings in the issued New Ordinary Shares, the Placing Shares and        
Conversion Shares commence and CREST accounts credited (where applicable)                  8am on 28 April 2008
Issue of share certificates in respect of the Placing Shares and Conversion                     
Shares (where applicable)                                                                         By 6 May 2008





                                  DEFINITIONS

The following definitions apply throughout this announcement, unless the context
                              otherwise requires:

       "Act"         the Companies Act 1985 (as amended) or the Companies Act2006 (as
                     amended), as applicable

    "Admission"      the admission of the issued New Ordinary Shares, the Placing Shares
                     and the Conversion Shares to trading on AIM becoming effective in
                     accordance with rule 6 of the AIM Rules

       "AIM"         the market of that name operated by the London Stock Exchange

    "AIM Rules"      the AIM Rules for Companies or the AIM Rules for Nominated Advisers
                     as the context may require, issued by the London Stock Exchange
                     governing the operation of AIM

     "Articles"      the articles of association of the Company for the time being

    "Company" or     Publishing Technology PLC
    "Publishing
    Technology"

    "Conversion"     the conditional conversion of £500,000 nominal amount of Loan Notes
                     into the Conversion Shares

"Conversion Shares"  76,923,060 New Ordinary Shares to be issued at the Placing Price
                     pursuant to the Conversion

"Deferred "B" Share" a deferred share of 0.9p in the capital of the Company, arising
                     pursuant to the Reorganisation

"Deferred Shares of  existing deferred shares of 4p each in the capital of the Company
        4p"

"Directors" or "the  the directors of Publishing Technology
       Board"

       "EGM"         the extraordinary general meeting of the Company to be held at 44
                     Southampton Buildings, London WC2A 1AP at 11am on 25 April 2008 to
                     consider the Resolutions

 "Existing Ordinary  the 596,207,420 ordinary shares of 1 p each in issue
Shares" or "Existing
      Shares"

     "FinnCap"       JM Finn Capital Markets Limited which is regulated and authorised by
                     the FSA and who is acting as the Company's nominated adviser (as
                     defined in the AIM Rules) and broker

      "Group"        the Company and its subsidiary undertakings

   "London Stock     London Stock Exchange plc
     Exchange"

    "Loan Notes"     the £2m of secured convertible loan notes issued to the MC Rose
                     Settlement No. 1 pursuant to a loan note instrument dated 2 February
                     2007

   "New Ordinary     new issued and unissued ordinary shares of 0.1p each in the capital
      Shares"        of the Company, arising pursuant to the Reorganisation

     "Placing"       the conditional placing by FinnCap on behalf of the Company of the
                     Placing Shares at the Placing Price, in accordance with the Placing
                     Agreement

  "Placing Price"    0.65 pence per New Ordinary Share

"Placing Agreement"  the conditional agreement dated 1 April 2008 made between the
                     Company and FinnCap

  "Placing Shares"   the 168,230,560 New Ordinary Shares to be issued at the Placing
                     Price pursuant to the Placing

    "Proposals"      the Reorganisation, the Conversion and the Placing as described in
                     this document

    "Registrars"     Capita Registrars

  "Reorganisation"   the proposed reorganisation of the share capital of the Company

   "Resolutions"     he resolutions to be proposed at the EGM as set out in the EGM
                     Notice

   "Shareholder"     a holder of Existing Ordinary Shares

     "Trustees"      Martyn Rose and James Sykes as the trustees of the MC Rose




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