Conditional Placing

Screen PLC
16 December 2004


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THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN.

NEITHER THIS DOCUMENT NOR ANY COPY OF IT MAY BE TAKEN, TRANSMITTED OR
DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,
AUSTRALIA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN.  ANY
FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED
STATES, CANADIAN, AUSTRALIAN, REPUBLIC OF IRELAND OR JAPANESE SECURITIES LAWS.




                                   Screen plc
                          ('Screen' or 'the Company')

                Conditional Placing to raise up to £5.57 million


Screen, the AIM quoted developer of advanced security systems, announces that it
is raising up to £5.57 million before expenses through a conditional placing for
cash of up to 557 million new Ordinary Shares at 1 pence per share.


Placing Highlights
     
•    Placing to enable Board to complete implementation of Business Plan, 
     safeguard and increase shareholder value in the medium to long term.

•    Placing Price represents discount of approximately 38.5 per cent to
     closing mid market price of an ordinary share on 15 December 2004.

•    Placing Shares will represent approximately 89.5% of the Enlarged Share 
     Capital (assuming full subscription).

•    Placing in two tranches (the First Placing Shares and the Second Placing 
     Shares) to protect Company's VCT and EIS status.

•    Company's bankers Bank of Scotland continue to support Screen.

•    Placing subject to Shareholder approval, Inland Revenue confirmation that 
     First Placing Shares potentially eligible for VCT and EIS reliefs and the 
     provision of new bank facilities by Bank of Scotland.

•    Conditional on the Placing, Bank of Scotland are to provide Screen 
     committed loan facility for period of not more than 5 years of between 
     £4m-£5m, plus working capital facility of between £1m-£1.5m

•    Bank of Scotland has undertaken not to withdraw current working capital 
     facility of maximum of £7m in period up to completion of the placing.

•    Were the Placing not to proceed, the Directors believe it likely that its 
     current bankers would withdraw their support which may, in the absence of 
     alternative funding being secured, lead to the Company being unable to 
     continue to trade and in the Directors having to request the appointment of 
     an administrator or receiver to the Group.

Outlook
     
•    Board optimistic as to Group's future performance.
     
•    Following the Placing, the Directors believe that the Company will be 
     stronger going forward into 2005: New divisional managing directors at its
     two main operating companies managing the business turnaround.

•    Tim Wightman, executive Chairman says: 'Trading in the second half of the 
     year has been in line with expectations. We believe that the strengthening 
     of the Group's balance sheet through the Placing and the Proposed New 
     Banking Facilities will have an immediate positive impact on the Group's
     relationships with customers and suppliers. We expect to be able to 
     capitalise on this and stimulate increased revenue and improved 
     profitability in 2005.'



Contacts:

Binns & Co PR Ltd                             Collins Stewart
Peter Binns                                   Chris Wells
                                              Mark Connelly
Tel: [phone]
Mob: [phone]                            Tel: [phone]








NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN.

NEITHER THIS DOCUMENT NOR ANY COPY OF IT MAY BE TAKEN, TRANSMITTED OR
DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,
AUSTRALIA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN.  ANY
FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED
STATES, CANADIAN, AUSTRALIAN, REPUBLIC OF IRELAND OR JAPANESE SECURITIES LAWS.



                                   Screen plc
                         ('Screen' or 'the Company')

               Conditional Placing to raise up to £5.57 million


Introduction

Screen, the AIM-quoted developer of advanced security systems, announces that it
is raising up to £5.57 million before expenses through a conditional placing for
cash of up to 557 million new Ordinary Shares at 1 pence per share.

The Placing is conditional on, inter alia, Shareholder approval and it is
expected that an explanatory circular to shareholders together with a notice of
EGM will be posted to Shareholders shortly hereafter and by no later than 31
December 2004.

Application will be made to the London Stock Exchange for the Placing Shares to
be admitted to trading on AIM. Subject to Admission, it is expected that
dealings in the Placing Shares will commence on or around 28 January 2005.

Background

It has been more than two years since the Company breached its banking covenants
when the Ordinary Shares were suspended in 2002. The intervening period has
involved considerable upheaval both in terms of the business and its management.
In 2004, however, the position is being stabilised and the Board believes that,
following the Placing, the Company will be stronger going forward into 2005. A
major factor has been the recruitment of two divisional managing directors who
have taken the lead in managing the business turnaround.

At Petards, David Hayes has overseen the rationalisation of six UK and overseas
subsidiaries into one division located at the Group's main offices in
Sunbury-on-Thames. The Directors believe that this should lead to substantial
overhead savings and improved synergies. Problems of product quality and
customer service have been addressed by recruiting experienced software and
operations staff. The Directors regard good customer service as vitally
important and intend to continue to deal with improvements in a systematic way.
Most importantly, the Directors believe that a new commercial awareness has been
brought to the development and sale of our key software products. Pricing has
been reviewed and contractual maintenance arrangements strengthened.

At Joyce Loebl, Bill Conn has introduced lean manufacturing and commercial
disciplines. Staff have responded well to the changes and the benefits of
reduced working capital requirements are already being seen. We are encouraging
more synergy between Joyce Loebl and Petards than has previously been the case,
especially in the area of CCTV for the rail industry where both companies have
complimentary skills and experience.

Improved financial systems and controls have been introduced throughout the
Group together with tougher financial disciplines. At Petards, a new financial
and management information system will be complete early in the new financial
year. The net Placing proceeds will enable managers to regularise the Company's
credit relationships with suppliers and the Directors expect this to open up
opportunities to improve procurement terms and strengthen the supply chain.

Reasons for the Placing

As announced to Shareholders on 24 June 2004 and 28 September 2004, the Group,
whilst enjoying the continued support of its bankers, Bank of Scotland, was
being hampered in the implementation of its business plan by a lack of capital
resources and in order to achieve the Board's ambitions, additional funding
would be required.  Whilst, as explained in more detail below, there are a
number of reasons for being optimistic as to the future performance of the
Group, the Company needs to improve its financial position in order to continue
to meet its legal requirements. While, as at 30 November 2004, the Company's net
assets were more than half of its called-up share capital, the projected figures
for the remainder of the year indicate that the Company's net assets may fall
below this level in December 2004.  If this is the case, section 142 of the
Companies Act 1985 requires that the Directors convene an extraordinary general
meeting to consider what steps, if any, should be taken to deal with the
situation.  The Directors consider that the Company should take the step of
implementing the Placing and propose that this issue be considered at the EGM.
In addition, the Company's bankers have indicated the requirement for additional
equity capital to be raised for the Company in the short term in order to ensure
their continued support. Without such additional equity capital being
forthcoming the Directors believe it likely that its current bankers would
withdraw their support which may, in the absence of alternative funding being
secured, lead to the Company being unable to continue to trade and in the
Directors having to request the appointment of an administrator or receiver to
the Group.

Against this background, the Directors are pleased to announce the Placing which
they believe will improve the net asset position of the Company and  should
enable the Board to complete the implementation of its business plan and thereby
safeguard and increase Shareholder value in the medium to long term.

The Placing

Under the Placing, the Company is proposing to issue and allot up to 557 million
new Ordinary Shares at the Placing Price. The Placing is not underwritten and if
all the Placing Shares are subscribed, the Company will raise approximately
£5.57 million (or approximately £5.1 million net of expenses). The Placing Price
represents a discount of approximately 38.5 per cent. to the closing middle
market price of an Ordinary Share on 15 December 2004 (the latest practicable
date prior to the publication of this announcement).

The Placing Shares, assuming the maximum number of Placing Shares are issued,
represent approximately 851.4 per cent. of the Company's issued share capital
immediately prior to the Placing.

As at the date of this announcement, the Company has an authorised share capital
of £800,000 divided into 80,000,000 Ordinary Shares of which 65,420,709 Ordinary
Shares are in issue fully paid together with an aggregate of 2,881,095 Existing
Options. If the Placing is fully subscribed, the issued share capital of the
Company will increase to 622,420,709 fully paid Ordinary Shares and the Placing
Shares will represent approximately 89.5 per cent. of the Enlarged Share
Capital. Further, and as described in more detail below, it is proposed that
additional options over a total of 48,452,698 new Ordinary Shares are granted to
certain of the Directors and senior management of Screen.

The Placing 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 open offer would entail would have materially
prejudiced the placing of new Ordinary Shares with institutional and other
investors, without which the support of the Company's bankers could not be
relied upon. This as described above, may lead to the Company being unable to
continue to trade and, in the absence of alternative funding being secured, in
the Directors having to request the appointment of an administrator or receiver
to the Group. The Directors therefore believe that the Placing is in the best
interests of Shareholders as a whole.

The Placing Shares will rank in full for all dividends declared, made or paid
hereafter and otherwise pari passu with the Existing Ordinary Shares.

In order to protect the Company's VCT and EIS status the Placing will be in two
tranches, the first of up to 175,000,000 Placing Shares (the First Placing
Shares) will be offered to those investors who may seek reliefs under the VCT
and EIS legislation and the second tranche of up to 382,000,000 Placing Shares
(the Second Placing Shares) which will be offered to non VCT or non EIS
investors.

The Placing, is conditional, inter alia, upon:
     
•    the approval of the Resolutions at the EGM;

•    written confirmation having been received from the Inland Revenue that the 
     First Placing Shares are potentially eligible for VCT and EIS tax reliefs;
     
•    the Company's bankers having provided a committed term loan facility to the 
     Group in the amount of between £4.0-5.0 million and a working capital 
     facility of between £1.0-1.5 million;

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

•    Admission.

Of the up to 175,000,000 First Placing Shares, 164,000,000 Placing Shares have
been conditionally placed with institutional and other investors (including
27,500,000 Placing Shares with certain of the Directors as described below). All
of the up to 382,000,000 Second Placing Shares have been conditionally placed
with institutional and other investors.

The Placing is to be effected on behalf of the Company by Collins Stewart, on
the terms of the Placing Agreement. The Placing Agreement is to provide for
Collins Stewart to use its reasonable endeavours to procure subscribers for the
Placing Shares. The above obligations are subject to certain conditions
including those listed above. In consideration of their services in connection
with the Placing, the Company will pay to Collins Stewart a corporate finance
advisory fee and commissions totalling £300,000.

The Placing Agreement is to contain warranties given by the Company with respect
to its business and the Group and certain matters connected with the Placing. In
addition, the Company is to give indemnities to Collins Stewart in connection
with the Placing and Collins Stewart's performance of services in relation to
the Placing. The Placing Agreement may be terminated by Collins Stewart at any
time before Admission for, inter alia, a material breach by the Company of the
terms of the Placing Agreement or the warranties contained in it, or on the
occurrence of certain specified events or of certain specified events of force
majeure.

In addition, Interregnum, the technology merchant bank, which is authorised and
regulated by the Financial Services Authority, is to receive a fee of £75,000 in
return for acting as a placing agent to the Company. Ian Taylor, the
Non-Executive Deputy Chairman of Screen, is also a director of Interregnum. All
discussions with Interregnum in relation to the fee and Interregnum's role in
the Placing were conducted on an arm's length basis and Ian Taylor took no part
in those discussions. The Directors (with the exception of Ian Taylor who is
precluded from expressing an opinion by the AIM Rules) consider, having
consulted Collins Stewart, that the terms of the arrangements with Interregnum
are fair and reasonable insofar as its Shareholders are concerned.

Shareholders who hold their Ordinary Shares in uncertificated form will have
their CREST accounts credited with the Placing Shares as soon as practicable
after Admission of the Placing Shares to trading on AIM.

Proposed New Banking Facilities

The Company's bankers, Bank of Scotland, have confirmed that, subject to, inter
alia, completion of the Placing, they will provide to the Company a committed
term loan facility for a period of not more than 5 years of between  £4.0-5.0
million plus a working capital facility of between £1.0-1.5 million. Bank of
Scotland has agreed that these facilities are to be provided on normal banking
terms and will be in place and the money capable of being drawn down at the time
of, and conditional upon the net Placing proceeds being credited to the
Company's account with Bank of Scotland. Further, the Bank of Scotland has
undertaken not to withdraw its current working capital facility of a maximum of
£7.0 million in the period up to completion of the Placing.

Working Capital

The Directors are of the opinion that, taking into account the net proceeds of
the Placing of up to approximately £5.1 million and the Proposed New Banking
Facilities referred to above, the Company will have sufficient working capital
for its present requirements, that is for at least 12 months from the date of
Admission.

Current trading and prospects

Trading in the second half of the year has been in line with expectations. An
analysis of performance since 2002 shows a trend of steady improvement in
revenue and a reduction in overheads which should lead to the significantly
reduced operating loss indicated in the interim statement. The second half of
2004 is expected to show a further reduction in gross profit margin as a result
of the mix of revenue in the period. The Directors are optimistic that in 2005
this will reverse as the benefits of the changes implemented during 2004 begin
to take effect.

Petards is maintaining its record of prestigious contracts involving the
integration of clients' legacy surveillance and security systems with the latest
technology. It has recently won the contract to upgrade and network its earlier
generation systems installed at the three sites of the British Library. A
similar contract has been won for a command and control system to be installed
at the London Stock Exchange. In 2004, Petards began to work closely with
certain global systems companies and has entered into discussions with clients
on potential projects in the UK and overseas.

At Joyce Loebl, the progress reported at the half year of orders totalling £2
million for missile approach warning systems and countermeasures dispensing
systems for Royal Navy Lynx helicopters has been followed by similar orders for
£1.5 million. Joyce Loebl has also won the renewal, for a minimum of three
years, of its contract to supply radio equipment to the Ministry of Defence in
the UK. In the transport division, it has been successful in agreeing call-offs
for projects which had previously stalled for reasons outside the Company's
control.

We believe that the strengthening of the Group's balance sheet through the
Placing and the Proposed New Banking Facilities will have an immediate positive
impact on the Group's relationships with customers and suppliers. We expect to
be able to capitalise on this and stimulate increased revenue and improved
profitability in 2005.

Proposed option grants

In order to properly incentivise certain of the Directors and senior management,
the Company proposes to grant, in aggregate, options over 48,452,698 new
Ordinary Shares exercisable at market value at time of grant, which represents
approximately 7.8 per cent. of the Enlarged Share Capital, subject to
Shareholder approval at the EGM for the grants to non-executive directors and
the executive Chairman.

It is proposed that the New Options will vest after three years after the date
of grant or later subject to achieving performance criteria. The exercise period
of the New Options is between 3 and 10 years from the date of grant. The
performance criteria required to be satisfied in order to trigger vesting of the
New Options is as follows:

Group earnings per share ('EPS') of not less than 0.275p ('Base EPS') is to have
been achieved in the financial year ending 31 December 2005, or in any
subsequent financial year subject to a compound increase of the increase in the
Retail Prices Index (excluding mortgage interest payments) ('RPIX') plus 3 per
cent. per annum having been achieved when calculated from Base EPS.

When taken with the 2,881,095 Existing Options as at the date of this
announcement, should the relevant Resolution be passed at the EGM, there will be
a total of 51,333,793 new Ordinary Shares under option, representing
approximately 8.2 per cent. of the Enlarged Share Capital.

As part of these options proposals, it is proposed that the following Directors
are awarded the following number of New Options:


Director                                                     Number of                        Percentage of
                                                           New Options               Enlarged Share Capital

Tim Wightman                                                 5,720,452                                  0.9
Ian Taylor                                                   2,049,282                                  0.3
Tim Sulivan                                                  2,049,282                                  0.3
David Mills                                                  2,049,282                                  0.3
David Hayes                                                  8,481,000                                  1.4

TOTAL                                                       20,349,298                                  3.3


The remainder of the New Options, being, in aggregate, options over 28,103,400
new Ordinary Shares, representing approximately 4.5 per cent. of the Enlarged
Share Capital are proposed to be granted to senior management at Screen.

Directors' shareholdings

The Participating Directors have agreed to subscribe an aggregate of £0.275
million for 27,500,000 Placing Shares at the Placing Price. The Directors'
beneficial and non-beneficial interests in Ordinary Shares (not including
unexercised options over Ordinary Shares) on the date of this announcement and
in Ordinary Shares following the Placing are set out below:


Director                        Current Interests                 Interests after Placing
                              Number of       Percentage of       Number of       Percentage of
                        Ordinary Shares        Issued Share Ordinary Shares      Enlarged Share
                                                    Capital                             Capital

Tim Wightman (1)              1,360,363                 2.1      10,360,363                 1.7
Ian Taylor                      300,366                 0.5       5,300,366                 0.9
David Hayes                           -                   -       1,500,000                 0.2
Chris Langridge                       -                   -               -                   -
Tim Sulivan                     191,057                 0.3       2,191,057                 0.4
David Mills                           -                   -      10,000,000                 1.6


(1) as trustee for the Amber Discretionary Settlement


Extraordinary General Meeting and action to be taken

A notice convening the EGM (which is expected to be held at the offices of Binns
& Co. PR Limited, 9th Floor, Citypoint, 1 Ropemaker Street, London EC2Y 9HT at
10.00 a.m. on 24 January 2005) will be sent to Shareholders together with an
explanatory circular, both of which are expected to be published shortly and not
later than 31 December 2004. At the EGM, the company will consider what steps,
if any, should be taken to deal with the situation that the Company's net assets
are less than half of its called up share capital and the following Resolutions
will be proposed:
     
1.   to increase the share capital of the Company;
2.   to authorise the Directors to allot the New Ordinary Shares and grant the 
     New Options;
3.   to disapply the Companies Act statutory pre-emption rules in relation to a 
     proportional issue to Shareholders;
4.   to disapply the Companies Act statutory pre-emption rules in relation to
     the Placing;
5.   to disapply the Companies Act statutory pre-emption rules in relation to
     the grant of options to Ian Taylor, Tim Sulivan and David Mills;
6.   to disapply the Companies Act statutory pre-emption rules in relation to
     the grant of options to Tim Wightman;
7.   to disapply the Companies Act statutory pre-emption rules in relation to
     the issue of equity securities representing approximately 5 per cent. of 
     the Enlarged Share Capital; and
8.   to change the name of the Company to Petards Group Plc.


Recommendation

The circular to shareholders referred to above will include a recommendation
from the Directors of Screen that they consider the terms of the Placing and the
other proposals to be proposed at the EGM to be in the best interests of the
Company and its Shareholders as a whole and accordingly the Directors will
recommend that you vote in favour of the Resolutions at the EGM as they intend
to do in respect of their own beneficial holdings which, in aggregate, amount to
1,851,786 Ordinary Shares which represents approximately 2.8 per cent. of the
Existing Ordinary Shares.

16 December 2004

Announcing the news, Screen's chairman, Tim Wightman, said:

'Trading in the second half of the year has been in line with expectations. We
believe that the strengthening of the Group's balance sheet through the Placing
and the Proposed New Banking Facilities will have an immediate positive impact
on the Group's relationships with customers and suppliers. We expect to be able
to capitalise on this and stimulate increased revenue and improved profitability
in 2005'.

                                    - ENDS -




                                    Appendix

                                  DEFINITIONS

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


'Admission'                                the admission to trading on AIM of the Placing Shares becoming
                                           effective in accordance with the AIM Rules

'AIM'                                      means the market of that name operated by the London Stock
                                           Exchange

'AIM Rules'                                the rules applicable to AIM issued by the London Stock Exchange
                                           from time to time

'Articles of Association'                  the articles of association of the Company as at the date of
                                           this announcement.

'Board' or 'Directors'                     the Directors of the Company namely Tim Wightman, Ian Taylor,
                                           David Hayes, Chris Langridge, Tim Sulivan and David Mills

'Collins Stewart'                          Collins Stewart Limited

 'Company' or 'Screen'                     Screen plc

'Companies Act'                            the Companies Act 1985, as amended

'CREST'                                    the United Kingdom paperless share settlement system of which
                                           CRESTCo Limited is the Operator (as defined in the
                                           Uncertificated Securities Regulations 2001)

'EGM' or 'Extraordinary General Meeting'   the extraordinary general meeting of the Company to be held on
                                           24 January 2005, or any adjournment thereof

'EIS'                                      Enterprise Investment Scheme

'Enlarged Share Capital'                   the Existing Ordinary Shares and the Placing Shares

'Existing Options'                         the 2,881,095 options outstanding at the date of this
                                           announcement to acquire Ordinary Shares

'Existing Ordinary Shares'                 the 65,420,709 Ordinary Shares in issue at the date of this
                                           announcement

'First Placing'                            the placing by Collins Stewart of the First Placing Shares on
                                           the terms and subject to the Placing Agreement

'First Placing Shares'                     the up to 175,000,000 new Ordinary Shares to be issued pursuant
                                           to the Placing Agreement

'Form of Proxy'                            the form of proxy for use by Shareholders in connection with
                                           the EGM

'Group' or 'Screen Group'                  the Company and its subsidiaries or any of them, as the context
                                           requires

'Interregnum'                              Interregnum plc

'London Stock Exchange'                    London Stock Exchange plc

'New Options'                              the options over 48,452,698 new Ordinary Shares as described in
                                           paragraph entitled 'Proposed option grants'

'Optionholders'                            holders of Options at the date of this announcement.

'Ordinary Shares'                          ordinary shares of 1p each in the Company

'Participating Directors'                  TR Wightman, IC Taylor, D Hayes, TJ Sulivan and DJ Mills, being
                                           those Directors of the Company who have agreed to subscribe
                                           for, in aggregate, 27,500,000 of the First Placing Shares in
                                           the Placing

'Placing'                                  the conditional placing by Collins Stewart of the Placing
                                           Shares on behalf of the Company on the terms of the Placing
                                           Agreement

'Placing Agreement'                        the conditional agreement dated 16 December 2004 between
                                           Collins Stewart and the Company relating to the Placing, a
                                           summary of which is set out in the paragraph entitled 'The
                                           Placing'

'Placing Price'                            1p per Ordinary Share

'Placing Shares'                           the First Placing Shares and the Second Placing Shares

'POS Regulations'                          the Public Offer of Securities Regulations 1995 (as amended)

'Proposed New Banking Facilities'          the proposed provision by Bank of Scotland to the Group of (i)
                                           a committed term loan facility for a period of not more than 5
                                           years of between  £4.0-5.0 million and (ii) a working capital
                                           facility of between £1.0-1.5 million

'Resolutions'                              the resolutions to be proposed at the EGM

'Second Placing'                           the placing by Collins Stewart of the Second Placing Shares on
                                           the terms and subject to the Placing Agreement

'Second Placing Shares'                    the up to 382,000,000 new Ordinary Shares to be issued pursuant
                                           to the Second Placing

'Shareholders'                             holders of Existing Ordinary Shares

'Share Option Schemes'                     the EMI Scheme, the Screen 2001 Unapproved Share Option Plan
                                           and option agreements to be entered into with Directors
                                           pursuant to the grant of New Options

'UK' or 'the United Kingdom'               the United Kingdom of Great Britain and Northern Ireland

'VCT'                                      Venture Capital Trust




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