Placing and Open Offer

Screen PLC
25 January 2001

                                  SCREEN PLC


                            Placing and Open Offer


Screen PLC (the 'Company') is pleased to announce the following proposals,
details of which are being sent to shareholders today:


      + Placing and Open Offer raising up to approximately £5m through the
        issue of up to 47,619,047 New Ordinary Shares at 10.5 p per share.


      + Firm Placing commitments have already been received in respect of
        29,115,810 New Ordinary Shares (in excess of £3m).


      + Proceeds will be used to fund the recently announced acquisition of
        the Civil Systems Division of BAE Systems Plc, future acquisitions,
        product development and to provide additional working capital.


      + The Placing and Open Offer are subject to the approval of
        Shareholders. In addition, the Company will be seeking shareholder
        approval for:

          - the consolidation of the existing Ordinary Shares and the New
            Ordinary Shares of 0.1p each into Ordinary Shares of 1p each.

          - the purchase of the outstanding minority interest in its
            subsidiary, PMI.

          - to ratify and approve the grant of certain options issued
            pursuant to the Share Option Scheme and to approve the terms of
            the 2001 Unapproved Option Scheme.


This summary should be read in conjunction with the full text of this
announcement.


Enquiries:
Screen PLC               Owen Williams             Tel. [phone]
                         James Shand
Smith & Williamson       Dr Azhic Basirov          Tel. [phone]
                         John Cowie
                         Siobhan Sergeant



Set out below is the Chairman's letter and timetable extracted from the
Placing and Open Offer document. The words and expressions used in this
announcement are defined in the Circular which is being sent to shareholders
today.


'Introduction

Your Board announced today that the Company proposes to raise up to
approximately £5 million (£4.55 million net of expenses) by means of the
Placing and Open Offer of up to 47,619,047 New Ordinary Shares at 10.5p per
share. Smith & Williamson have already received firm commitments under the
Placing and Open Offer from certain institutional investors to raise in excess
of £3 million (before expenses). The proceeds of the Placing and Open Offer
will be used principally to assist the funding of the recently announced
acquisition of the Civil Systems Division of BAE Systems Plc, future
acquisitions, product development and to provide additional working capital.

As part of the arrangements for the Placing and Open Offer, the Company will
be seeking shareholder approval for the consolidation of the existing Ordinary
Shares and the New Ordinary Shares of 0.1p each into Ordinary Shares of 1p
each. Screen also proposes to purchase the outstanding minority interest in
its subsidiary, PMI, to ratify and approve the grant of certain options issued
pursuant to the Share Option Scheme and to approve the terms of the 2001
Unapproved Option Scheme.

The purpose of this document is to provide you with information on these
proposals and to seek your approval of these at the Extraordinary General
Meeting.

Background to and reasons for the Placing and Open Offer

Screen intends to continue to focus on the design and supply of 'Business to
Business' wireless and other communication based products and services. In
September 2000, the Company announced the agreement to acquire ProVida, the
'in-vehicle video' technology division of JAI A/S, a Danish based company, for
a consideration of £3.75 million. This transaction was satisfactorily
completed and I am pleased to report that this business (which has recently
won a major order in Turkey) is now integrated with the Group's other mobile
technology business, recently re-branded Petards Mobile Intelligence. The
Group has also received initial indications of interest for units integrating
its mobile data technology with that originating from JAI A/S, so confirming
the Directors' belief that customers will value this combination. During the
last year the Group's business has moved from being UK oriented to one which
is genuinely international and where those international markets currently
being addressed are already generating substantial business for the Group.

Your Board is particularly pleased to have the financial support of several
major institutions which invested in the Company via the placing carried out
in late September last year, which raised approximately £4 million (gross)
required for the acquisition of ProVida. Having the continuing interest and
support of institutional investors in the development of our business is
critical if the Group is to exploit fully the opportunities open to it. The
Directors are also pleased to report that SG Securities has agreed to act as
joint nominated broker to the Company, with the existing nominated broker,
Seymour Pierce Ellis, with effect from 1 February 2001.

The Directors believe a satisfactory position is being achieved in the police
sector of the Emergency Services or 'Blue Light' market sector. In addition,
the Group has now taken the opportunity to strengthen its position in the
adjacent Fire Services sector and to this end it announced on 8 January 2001
that it has agreed the purchase of the Civil Systems Division of BAE Systems
plc for a consideration of £0.85 million payable in cash together with a
payment for debtors on completion which is anticipated to be approximately £
190,000. This business supplies software and related services to UK Fire
Services and will be integrated with the Company's existing mobile data
activities. It brings with it a skilled staff of 26 and a forward order book
for maintenance and support revenues of some £4 million. In the year ended 31
March 2000, this business turned over £2.1 million and produced operating
profits of £0.2 million. On completion it is expected to have net assets of £
0.6 million. Further details of this acquisition are given in paragraph 6(a)
of Part 5.

The m-commerce market in which Screen operates has very substantial potential,
particularly with the projected convergence of voice, data and video
technologies. The Company intends to exploit this market through closely
controlled development of acquired products, such as the Tranzline CRM
application software product, together with targeted acquisitions which will
provide complementary products or additional geographical presence. The
Company has an active and on-going acquisition programme and is seeking
additional opportunities that will either enhance or extend the Group's
product range and/or markets within the general wireless communications
sector.

The Placing and Open Offer

The Company is proposing to issue up to 47,619,047 New Ordinary Shares at
10.5p per share by means of the Placing and Open Offer, of which up to
5,681,243 Offer Shares are being made available to Qualifying Shareholders
under the Open Offer. To the extent that Offer Shares are not taken up by
Qualifying Shareholders in the Open Offer, Smith & Williamson, the Company's
nominated adviser, will use their reasonable endeavours as agents of the
Company to procure placees for such shares by not later than the second
business day after the latest date for application and payment under the Open
Offer. In the meantime, Smith & Williamson have received firm commitments from
institutional investors to take up the Firm Placing Shares. Smith & Williamson
have also agreed to use their reasonable endeavours as agents of the Company
to procure placees for the remaining New Ordinary Shares (not being Firm
Placing Shares or Offer Shares) no later than the latest date for application
and payment under the Open Offer. However, Smith & Williamson, has not itself
undertaken to subscribe for any New Ordinary Shares not taken up pursuant to
the Placing and Open Offer and therefore the Company may raise less than the
maximum amount of the proceeds of the issue.

In order to meet any unfulfilled requirements of institutional investors for
Ordinary Shares in the Placing and/or for Offer Shares which are not taken up
in the Open Offer, the Directors have agreed with Smith & Williamson in the
Placing Agreement, to make available Ordinary Shares up to a total value at
the Offer Price of £2 million from their existing holdings. Such shares will
be made available by the Directors at the Offer Price, pro rata to their
existing beneficial holdings or otherwise as the Directors may agree.

All the New Ordinary Shares to be issued pursuant to the Placing and Open
Offer will be issued at the Offer Price. The Open Offer is being made to
Qualifying Shareholders on the basis of 15 Offer Shares for every 1,000
Ordinary Shares of 0.1p each held by Qualifying Shareholders on the Record
Date, which is equivalent to 3 Open Offer Shares for every 200 Ordinary Shares
of 1p each following implementation of the Consolidation Proposal.

Valid applications, up to a Qualifying Shareholder's maximum pro rata
entitlement, will be satisfied in full, rounded down to the nearest whole
number of Offer Shares. Fractions of Offer Shares will not be allocated to
Qualifying Shareholders under the Open Offer but will instead be aggregated
and placed for the benefit of the Company. The Offer Shares will be issued
credited as fully paid and will rank pari passu in all respects with the
existing Ordinary Shares including the right to receive any dividend declared,
made or paid after the date of this document.

The latest time and date for receipt from Qualifying Shareholders of the
completed Application Forms and payment in full in respect of the Open Offer
is 3:00p.m. on 15 February 2001.

The Placing and the Open Offer are conditional upon, inter alia, (1) the
passing of Resolutions 1, 2 and 3 set out in the notice of the EGM; (2) the
receipt of subscriptions to the aggregate value of not less than £3.057
million (before expenses) pursuant to the Placing and Open Offer; (3) the
Placing Agreement having become unconditional by 22 February 2001 in respect
of those New Ordinary Shares proposed to be issued on that date and by 23
February 2001 in respect of the remaining New Ordinary Shares and not having
been terminated in accordance with its terms prior to the Admission of such
shares; and (4) Admission. The Placing and Open Offer in relation to the New
Ordinary Shares proposed to be issued on 22 February 2001, is not, however,
conditional upon the subsequent issue and Admission of the remaining New
Ordinary Shares (including the Offer Shares).

Full details of the Open Offer and conditions thereof are set out in the
letter from Smith & Williamson in Part 2 of this document and in the
accompanying Application Form.

Action to be taken in relation to the Open Offer

Qualifying Shareholders wishing to apply for Offer Shares under the Open Offer
should complete and return the enclosed Application Form in accordance with
the instructions printed thereon and in Part 2 of this document. The
Application Form should be returned along with the appropriate remittance for
the full amount payable on application, by post or by hand, to the offices of
Capita IRG Plc, PO Box 166, Bourne House, 34 Beckenham Road, Beckenham, Kent
BR3 4TH also by hand to Guildhall House, 81-87 Gresham Street, London EC2 so
as to arrive as soon as possible and, in any event, so as to be received not
later than 3:00p.m. on 15 February 2001.

Purchase of the Minority Interest

The Company proposes to purchase the shares currently held by Renaissance in
PMI, representing 18.18 per cent. of the issued ordinary share capital of PMI,
for a total net consideration of £148,197 payable in cash. Further information
on the PMI Agreement, the consideration payable and the business of PMI are
set out in Part 4 of this document. Since Mr Richard Hill, who was appointed a
director of the Company in September 1999, has a beneficial interest in
Renaissance, the proposed transaction requires shareholder approval by means
of an ordinary resolution. Accordingly, a resolution to approve the purchase
by the Company of the Minority Interest will be proposed at the Extraordinary
General Meeting, of which notice is set out at the end of this document.

Consolidation of Shares

The Directors believe that liquidity in the Company's shares and its ability
to attract new institutional investors would be enhanced through a
consolidation of the Company's ordinary share capital, which would result in a
reduction in the number of Ordinary Shares in issue and therefore an increase
in the quoted price of each share. The Company proposes that, following
completion of the Placing and the Open Offer with respect to all those New
Ordinary Shares for which application and payment has been made thereunder,
all the then issued Ordinary Shares and New Ordinary Shares of 0.1p each be
consolidated into Ordinary Shares of 1p each on the basis of one Ordinary
Share of 1p for every ten existing Ordinary Shares or New Ordinary Shares of
0.1p each held on the Consolidation Record Date. As fractions of shares cannot
be traded, it is the intention of the Company to round down any such
entitlements to the nearest whole Ordinary Share and to aggregate the
fractions of shares arising for sale in the market for the benefit of the
Company.

Qualifying Shareholders are of course (subject to their maximum entitlement
under the Open Offer) at liberty to apply for such number of Offer Shares as
will avoid fractions of shares arising on consolidation of their holdings
pursuant to the Consolidation Proposal.

The voting and other rights (including the rights to dividends) conferred on
the new Ordinary Shares of 1p each will be identical to those currently
attached to the existing Ordinary Shares of 0.1p each. The terms of
outstanding options under the Share Option Scheme will also be adjusted
accordingly.

Ratification and Approval of grants of options

On 14 February 1997, shortly before the Ordinary Shares were admitted to
trading on AIM, the Company adopted the rules of the Share Option Scheme ('the
Rules'), a summary of which can be found in paragraph 7(a) of Part 5 of this
document. The Rules of the Share Option Scheme were in a form which was
typical of such schemes at the time and in particular, contained, inter alia,
a limit on the total number of shares over which options could be granted to
any individual, and a minimum holding period of three years from the date of
grant before an option could vest.

Since 14 February 1997 certain options have been granted in breach of the Rule
that an option cannot vest prior to three years from the date of grant.
Details of such grant of options are set out in paragraph 7(a)(x) of Part 5 of
this document.

The only options that vested immediately on grant were those granted to
Gillian Milne, Mark Turner and Steven Lamont, having been granted in
connection with the acquisition of Tranzline to employees of Tranzline who had
options in Tranzline that had already vested at the date of acquisition.

Your Board is therefore seeking at Resolution 6 ratification by Shareholders
of the grant of these options in technical breach of the Rules of the Share
Option Scheme.

Your Board feels also that in the period since February 1997 the Rules of the
Share Option Scheme have become inappropriate to a fast growing technology
company where there is constant need to reward key employees and lateral hires
with substantial numbers of share options that can vest over a period shorter
than three years.

As a result, your Board proposes to terminate the Share Option Scheme and has
adopted both the 2001 Unapproved Option Scheme (which as explained below, is
subject to the approval of Shareholders) and a tax efficient Enterprise
Management Incentive Plan to be established under the Finance Act 2000. A
summary of both these schemes can be found in paragraph 7 of Part 5 of this
document. Your Board is also considering the adoption of a standard Inland
Revenue approved share option scheme in due course.

Your Board anticipates that grants of options over Ordinary Shares will be
made as appropriate in due course, to retain and attract key staff. However,
your Board intends to ensure that any such grants of options over Ordinary
Shares will not in total exceed 10 per cent. of the Company's issued share
capital from time to time.

The Directors wish in the near future to grant options to acquire Ordinary
Shares pursuant to the 2001 Unapproved Option Scheme to certain senior
employees of the Group, including the Directors themselves as more
particularly described in paragraph 7(d) of Part 5 of this document. It is
therefore proposed to obtain the approval of Shareholders to the adoption of
such scheme by means of an ordinary resolution. Accordingly, a resolution to
approve the 2001 Unapproved Option Scheme will be proposed as Resolution 7 at
the EGM, of which notice is set out at the end of this document.

Current trading and prospects

The Company's unaudited interim statement for the six months ended 30 June
2000, which was published on 18 September 2000, is set out in Part 3 of this
document.

Following the acquisitions made during the past 12 months, the Company
continues to invest in the management and controls for its business which is
expected to have a significantly larger turnover in its current financial year
compared to the year ended 31 December 2000. The Directors believe that the
Company's performance for the financial year ended 31 December 2000 will be in
line with market expectations and that the benefits from new products
developed and acquisitions made during the last financial year, as well as the
Company's strategic positioning, will begin to flow through in the current
financial year.


Extraordinary General Meeting

At the Extraordinary General Meeting, notice of which is set out at the end of
this document, the following Resolutions will be proposed:


    Placing and Open Offer:

  * Resolution 1: to increase the authorised share capital of the Company by
    £100,000 by the creation of 100,000,000 new Ordinary Shares of 0.1p each
    representing an increase of 25 per cent. in the authorised share capital
    of the Company;

  * Resolution 2: to authorise the Directors to allot New Ordinary Shares up
    to an aggregate nominal amount of £47,619.05 by way of the Placing and
    Open Offer and otherwise up to an aggregate nominal amount of £63,955.28,
    which latter amount represents approximately 15 per cent. of the Company's
    issued share capital following the Placing and Open Offer assuming that
    subscriptions are received for all the New Ordinary Shares;

  * Resolution 3: to disapply the statutory pre-emption provisions to which
    Shareholders would ordinarily be entitled in respect of the allotment of
    equity securities for cash in connection with the Placing and Open Offer,
    the proposed grant of options to Ian Taylor and Charles Hughes (described
    in paragraph 7(d) of Part 5 of this document), any subsequent rights
    offering and otherwise any allotments of equity securities up to an
    aggregate nominal value of £63,955.28 representing approximately 15 per
    cent. of the Company's issued share capital following the Placing and Open
    Offer assuming that subscriptions are received for all the New Ordinary
    Shares.


    Acquisition of the Minority Interest:

  * Resolution 4: to authorise the Directors to proceed with the acquisition
    of the remaining shares in the Company's subsidiary, PMI, currently held
    by Renaissance.


    Consolidation of share capital:

  * Resolution 5: subject to completion of the Placing and Open Offer with
    respect to all those New Ordinary Shares for which application and payment
    is received under the Placing and Open Offer, (a) to authorise the
    consolidation of all the Ordinary Shares of 0.1p each then in issue on the
    basis of one Ordinary Share of 1p for every ten Ordinary Shares of 0.1p
    held (treating holdings in certificated and uncertificated form as
    separate holdings) at the close of business on the Consolidation Record
    Date and (b) to authorise the reclassification of the authorised but
    unissued Ordinary Shares of 0.1p each on that date into Ordinary Shares of
    1p each on the basis of one Ordinary Share of 1p for every ten authorised
    but unissued Ordinary Shares of 0.1p each.


    Share Option Scheme:

  * Resolution 6: to ratify and approve the grant of options to subscribe
    for Ordinary Shares notwithstanding that certain of those grants do not
    comply with the Rules of the Share Option Scheme.


    2001 Unapproved Option Scheme:

  * Resolution 7: to approve and adopt the Rules of the 2001 Unapproved
    Option Scheme.

Following the passing of the Resolutions, your Directors will have authority
to allot up to 111,574,331 Ordinary Shares of which up to 47,619,047 will be
issued under the Placing and Open Offer. In addition, the authorised but
unissued Ordinary Shares will be available for issue in connection with the
exercise of options under the Share Option Scheme.

Action to be taken in respect of the Extraordinary General Meeting

A form of proxy for use at the EGM is enclosed with this document. Whether or
not you intend to attend the meeting, or to apply for New Ordinary Shares, you
are requested to complete the form of proxy and to return it to the Company's
registrar, Capita IRG Plc, Balfour House, 390/398 High Road, Ilford, Essex IG1
1BR as soon as possible, and in any event, so that it is received not later
than 3:00p.m. on 19 February 2001. The completion and return of the form of
proxy will not prevent you from attending the meeting and voting in person if
you wish to do so.

Taxation

Information regarding taxation in relation to the Open Offer is set out in
Part 2 of this document. If you are in any doubt as to your tax position, you
should contact your professional adviser immediately.


Further Information

Your attention is drawn to the further financial and other information
contained in Parts 2 to 5 of this document.

Recommendation in respect of Placing and Open Offer and Consolidation Proposal

Your Directors consider the Proposals to be in the best interests of the
Company and Shareholders as a whole. Accordingly, your Board unanimously
recommends that, whether or not you intend to take up your entitlement under
the Open Offer, you vote in favour of Resolutions 1, 2 and 5 set out in the
notice of the EGM as your Directors intend to do in respect of their own
beneficial shareholdings which amount to 86,631,185 Ordinary Shares
representing 22.87 per cent. of the issued share capital of the Company.

Recommendation in respect of disapplication of pre-emption rights

Your Directors consider the proposed disapplication of the statutory
pre-emption rights for the purposes of the Placing and Open Offer and the
proposed grant of options to each of Ian Taylor and Charles Hughes (described
in paragraph 7(d) of Part 5 of this document) which requires Resolution 3 at
the EGM to be passed, to be in the interests of the Company and Shareholders
as a whole. Accordingly the Directors (except Ian Taylor and Charles Hughes)
unanimously recommend that you vote in favour of Resolution 3 set out in the
notice of EGM, as they intend to do in respect of their own beneficial
holdings which amount to 86,594,185 Ordinary Shares representing 22.86 per
cent. of the issued share capital of the Company.

Recommendation in respect of Acquisition of Minority Interest

Your Directors, who have been so advised by Smith & Williamson, consider the
terms of the proposed purchase of the Minority Interest to be fair and
reasonable so far as the Shareholders as a whole are concerned. In providing
such advice, Smith & Williamson has taken account of the Independent
Directors' commercial assessment of such purchase. Accordingly the Independent
Directors unanimously recommend Shareholders to vote in favour of Resolution 4
as such Directors intend to do in respect of their own beneficial
shareholdings which amount to 86,298,531 Ordinary Shares representing 22.79
per cent. of the issued share capital of the Company. Richard Hill, who has a
beneficial interest in Renaissance, has agreed to abstain from voting on
Resolution 4.

Recommendation in respect of ratification and approval of grants of options
under the Share Option Scheme

Your Directors consider the ratification and approval of the grant of options
on the terms described in this document to be fair and reasonable so far as
the Shareholders as a whole are concerned and to be in the Company's best
interests. Accordingly, the Directors except Richard Hill and Michael Williams
who have an interest in the proposal by virtue of holding options, unanimously
recommend Shareholders to vote in favour of Resolution 6 as such Directors
intend to do in respect of their own beneficial shareholdings which amount to
66,026,394 Ordinary Shares representing 17.43 per cent. of the issued share
capital of the Company. Richard Hill and Michael Williams have agreed to
abstain from voting on Resolution 6.

Recommendation in respect of approval of the 2001 Unapproved Option Scheme

Your Directors consider the approval of the 2001 Unapproved Option Scheme
(described in paragraph 7(c) of Part 5 of this document) which requires
Resolution 7 to be passed at the EGM, to be in the interests of the Company
and Shareholders as a whole. Although participation in the 2001 Unapproved
Option Scheme extends potentially to the Directors as well as other employees
of the Group, the Directors feel able unanimously to recommend shareholders to
vote in favour of Resolution 7 as they intend to do in respect of their own
beneficial shareholdings which amount to 86,631,185 Ordinary Shares
representing 22.87 per cent. of the issued share capital of the Company.


Yours faithfully


O Williams

Chairman'


                    EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Record Date for the Open Offer                                 19 January 2001

Posting of documentation to Qualifying Shareholders            25 January 2001

Latest time and date for splitting of Application Forms (to    3:00 p.m. on 13
satisfy bona fide market claims only)                          February 2001

Latest time and date for receipt of completed Application      3:00 p.m. on 15
Forms and payment in full                                      February 2001

Latest time and date for receipt of forms of proxy             3:00 p.m. on 19
                                                               February 2001

Extraordinary General Meeting                                  3:00 p.m. on 21
                                                               February 2001

Commencement of dealings on AIM in New Ordinary Shares issued  22 February 2001
to applicants in the Placing seeking VCT or EIS relief

Commencement of dealings on AIM in the remaining New Ordinary  23 February 2001
Shares issued pursuant to the Placing and Open Offer

Record Date for the Consolidation Proposal                     23 February 2001

CREST account holdings disabled                                23 February 2001

Commencement of dealings on AIM in Ordinary Shares following   26 February 2001
Consolidation Proposal

CREST accounts credited with new holdings following            27 February 2001
Consolidation Proposal

Certificates for existing Ordinary Shares and New Ordinary     5 March 2001
Shares following Consolidation Proposal despatched



Copies of the Circular are available from the Company's head office at
Stubbings Barn, Burchetts Green Lane, Burchetts Green, Maidenhead, SL6 3QP,
for the next 14 days.