Statement re Placing

Yoomedia PLC
21 April 2004

                    YooMedia to raise £7 million in placing

-         An EGM called for 17 May to approve increase in share capital.

-         Shareholders, representing 61% of shares in issue, irrevocably pledge
          to vote in favour.



YooMedia, the interactive TV and wireless entertainment group, is to raise £7
million from a placing of 28,000,000 new ordinary shares in the company at a
placing price of 25 pence. The funds, which were primarily placed with
investment institutions, are to be used to continue the development of the
group, which has grown rapidly over the past year. The fundraising, announced
when the Company released its annual results at the end of March, will require
the approval of shareholders at an EGM, scheduled for 17 May.



Dr Michael Sinclair, Executive Chairman, said: 'I am gratified that a number of
leading institutional investors have indicated their confidence in YooMedia's
future by participating in this placing. Moreover, the directors of the Company
have demonstrated their commitment to the business by themselves subscribing for
a significant number of shares.'



'The funds raised ensure that the company can continue to build on the excellent
foundations we have put in place in the interactive marketplace,' he added. 'We
now have a presence on all four UK digital TV platforms and we want to
capitalise on that position.'



David Docherty, chief executive, commented: 'This fundraising gives us the
firepower to continue on our growth path. Alongside our chat, games, dating and
gambling products, which are achieving real critical mass and market presence,
we have very exciting opportunities opening up for us in the public sector and
in wireless.'



A notice to shareholders convening the EGM is expected to be posted in due
course, along with the Annual Report and Accounts for the year ended 31 December
2003. Significant shareholders, representing 61.3 per cent of the issued share
capital of YooMedia, have given irrevocable undertakings to vote in favour of
resolutions providing for an increase in the authorised share capital of the
Company and the allotment of the new shares.

There follows an extract from the circular to be posted to shareholders.

For further enquiries:

David Docherty, Chief Executive                          020 7462 0870

Media Enquiries

John Murray, Powerscourt                                 020 7236 5615

Investor Enquiries

Grant Harrison/David Rae, Durlacher Limited              020 7459 3600


'Dear Shareholder,

1.                       Introduction

Earlier today the Company announced that it is raising £7,000,000 (before
expenses) by way of the issue of the Placing Shares which have been
conditionally placed by Durlacher Limited with certain institutional and other
investors.  The purpose of this letter is to provide you with further
information on the terms of the issue of the Placing Shares and to seek your
approval for the Proposals at the EGM.

The preliminary results for the year ended 31st December 2003, which were
announced on 31st March 2004 and which are set out in Part II of this document,
demonstrate that the Group has begun to generate revenues as a result of its
investment programme over the past two years and that it is now emerging as a
leading interactive television group in the UK market.  Yoomedia is the only
interactive TV company in the UK to have a presence on all four digital tv
platforms - Sky, ntl, Telewest and Freeview.  Having established its presence in
four high growth areas of interactive TV - games, gambling/gaming, dating and
chat - the Directors now wish to raise further funds to build upon the Group's
progress to date and to continue its move from a development phase into a phase
of delivery and execution.

In addition to driving revenues across its established interactive TV
activities, the Group is starting to capitalise on the technology that it has
developed and its market position by developing innovative mobile services (such
as Trigger TV/Radio) and Government services (iPublic).  The innovative mobile
services under development by the Group involve turning mobile phones into an
interactive TV handset thereby creating real-time interaction between viewers/
listeners and programmes.  Through iPublic, Yoomedia intends to offer
interactive public services such as portals (health, central and local
Government), transactions (voting and local authority tools) community
(consultations, debate and forums) and mobile services (alerts and information
requests).

In light of the circumstances described above, the Company is therefore
proposing to raise up to £7,000,000 (before expenses) pursuant to the Placing.
The Directors have examined a range of suitable fundraising options available to
the Company given its current stage of development and given the current
economic climate and, after careful consideration of all these fundraising
options, they believe that the issue of the Placing Shares is in the best
interests of Shareholders.

Notice of the EGM, which will be held at 10.15 a.m. on 17 May 2004 (or as soon
thereafter as the AGM convened for 10.00 a.m. on the same date and at the same
place shall have been concluded or adjourned), is set out at the end of this
document.

Set out in Part II of this document is a copy of the Company's preliminary
announcement of results for the year ended 31st December 2003, which are dated
31st March 2004.

Also enclosed with this document is the Company's Annual Report and Accounts for
the year ended 31st December 2003, whose approval by Shareholders is being
sought at the AGM, the notice of which is included with the enclosed Annual
Report and Accounts.

2.                       Use of the Proceeds

The net proceeds of the Placing are estimated at £6,634,000 and the Directors
intend for the net funds raised to be utilised in the areas described below. 
Investing in these areas will ensure that the current core business of games,
gambling, dating and chat are brought onto all relevant digital tv platforms and
that the key business areas of iPublic and TriggerTV are further developed.  The
net proceeds of the Placing will be utilised as follows:

•        The Group's gambling proposition has been accelerated by the recent
acquisition of Fancy a Flutter Limited, a gambling channel on Sky.  This service
is currently only available on Sky and further investment will be required to
launch it on cable and take it on to mobile phones.  Similarly, the Company
intends to provide YooChat to ntl and Sky.  Part of the net proceeds of the
Placing will be utilised to fund the expansion of these products;

•        iPublic and TriggerTV are key business initiatives for the Group. 
Investment is required to build the marketing/account management capability of
the Group such that it can engage more effectively with its key partners in
these initiatives. In addition, funds will be invested to convert and integrate
core business modules into a format suitable for the public service arena; and

•        As at 31 December 2003, the Group had net assets of £1.9m.  The
Directors intend that an element of the funds raised pursuant to the Placing
will be applied to strengthen the Group's balance sheet.

3.                       Requirement for Shareholder Approval

Due to the size of the Placing relative to the Company's current authorised
ordinary share capital and the Directors' authorities to allot shares generally
and to allot shares otherwise than on a pre-emptive basis, the Directors have
convened the Extraordinary General Meeting at which Shareholders will be asked
to consider, and if thought fit, pass certain resolutions relating, inter alia,
to increasing the authorised share capital of the Company and authorising the
allotment of the Placing Shares.

4.                       Increase in authorised share capital and Directors'
authority to allot shares

Resolution 1 seeks Shareholders' approval, conditional upon Admission, to
increase the authorised share capital of the Company from £11,200,000 to
£11,700,000 by the creation of an additional 50,000,000 new Ordinary Shares.

Resolution 2 seeks Shareholders' approval to give the Directors general
authority to allot the Placing Shares which is equivalent to approximately 22
per cent. of the Existing Issued Share Capital of the Company.

Resolution 3, which is a special resolution, seeks Shareholders' approval to
give the Directors authority to allot the Placing Shares for cash to persons
other than Shareholders.

The Placing Shares will, once issued, rank pari passu with the existing Ordinary
Shares.  Further details regarding the anticipated dates of the admission of the
Placing Shares to trading on AIM are set out below.

5.                       Irrevocable undertakings

The Company has received irrevocable undertakings to vote, or to procure the
votes of Ordinary Shares held, in favour of the Resolutions from the following
Shareholders:
Name of shareholder                                   Ordinary Shares in respect       Percentage of Existing
                                                            of which irrevocable         Issued Share Capital
                                                          undertakings have been
                                                                        received
Foresight Technology VCT plc                                          18,410,000                         14.4
Columbia Pictures Corporation Limited                                 12,600,000                          9.9
Swiftventure Limited                                                   8,329,100                          6.5
Mr Frank Lewis                                                         3,137,050                          2.5
Dr Michael Sinclair                                                   25,450,600                         19.9
Mr David Docherty                                                        750,000                          0.6
Mr Andrew Fearon                                                       1,326,526                          1.0
Mr Eddie Abrams                                                          633,000                          0.5
Mr Leo Noe                                                             5,500,000                          4.3
Lord Evans                                                             2,250,000                          1.8
Mr Bernard Fairman                                                         8,974                          0.0
Mr Richard Blake                                                           5,128                          0.0

Total                                                                 78,400,378                         61.3



6.                       Working capital



The Directors are of the opinion that, having made due and careful enquiry,
following the receipt by the Company of 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 twelve months from the date of Admission.'



7.                       Enterprise Investment Scheme ('EIS') and Venture
Capital Trusts ('VCT')

The Directors believe that the Company will continue to be a qualifying company
for the purposes of the EIS and VCT legislation.

The Company's advisers have made an application to the Inland Revenue seeking
the Inland Revenue's assurance that the proposed issue of the EIS/VCT Placing
Shares to certain institutional and other investors will be a qualifying
investment for the purposes of the EIS and will be a 'qualifying company' for
the purposes of investments by VCTs.  The Directors intend to obtain such
assurance from the Inland Revenue prior to the EGM.

The continuing availability of EIS relief and the status of the Placing Shares
as a qualifying holding for VCT purposes will be conditional, inter alia, on the
Company continuing to satisfy the requirements for a qualifying company
throughout the period of three years from the date of the investor making his
investment (under EIS), and, for VCT purposes, throughout the period the
Ordinary Shares are held as a 'qualifying holding.'

Investors considering taking advantage of any of the reliefs under the EIS or
available to VCTs should seek their own professional advice in order that they
may fully understand how the rules apply in their individual circumstances.

Admission of the Placing Shares is expected to occur in two tranches:  firstly
the EIS/VCT Placing Shares on 18 May 2004 and secondly the Non-EIS/VCT Placing
Shares on 19 May 2004.  The Placing has been structured this way to allow the
first tranche of EIS/VCT Placing Shares to be eligible as qualifying investments
under EIS and as a 'qualifying company' for the purposes of investments by VCTs.

8.                       Extraordinary General Meeting

Set out at the end of this document is a notice convening the Extraordinary
General Meeting of the Company to be held at Northumberland House, 155-157 Great
Portland Street, London W1W 6QP on 17 May 2004 at 10.15 a.m. (or as soon
thereafter as the AGM convened for 10.00 a.m. on the same date and at the same
place shall have been concluded or adjourned).  At this meeting resolutions will
be proposed to:

•                         increase the authorised share capital of the Company;

•                         grant the Directors authority to allot the Placing
Shares pursuant to Section 80 of the Act; and

•                         grant the Directors authority to allot the Placing
Shares pursuant to Section 95 of the Act as if Section 89(1) of the Act did not
apply to such allotment.

9.                       Action to be taken by Shareholders

Shareholders will find enclosed with this document a Form of Proxy for use at
the Extraordinary General Meeting.  The Form of Proxy should be completed and
returned in accordance with the instructions printed thereon so as to arrive at
the Company's registrars, Capita Registrars, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU as soon as possible and in any event not later than
10.15 a.m. on 15 May 2004.  Completion and return of a Form of Proxy will not
prevent Shareholders from attending and voting in person at the Extraordinary
General Meeting should they so wish.

10.       Recommendation

The Directors believe that the Proposals are in the best interests of the
Company and its Shareholders and recommend you to vote in favour of the
Resolutions as we have irrevocably undertaken to do or procure to be done in
respect of our shareholdings amounting to 78,400,378 Ordinary Shares in
aggregate, representing approximately 61.3 per cent. of the issued ordinary
share capital of the Company.

Yours faithfully



Dr Michael Sinclair

Chairman'






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