Proposed Rights Issue

SMG PLC
06 November 2007


Embargoed for release at 7.00 a.m.

                                                                 6 November 2007


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD
NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT
ON THE BASIS OF INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY SMG PLC TODAY
IN CONNECTION WITH THE PROPOSED RIGHTS ISSUE. COPIES OF THE PROSPECTUS WILL,
FOLLOWING PUBLICATION, BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE.


                                    SMG PLC

         PROPOSED RIGHTS ISSUE TO RAISE GROSS PROCEEDS OF £95.1 MILLION

The Directors of SMG plc ('SMG' or the 'Company') announce that the Company
intends, subject to the approval of certain resolutions by Shareholders, to
undertake a fully underwritten Rights Issue of New Shares to raise approximately
£95.1 million (before expenses), the proceeds of which will be used to reduce
the outstanding debt of the Company. The Rights Issue is expected to result in
the issue of 633,850,240 New Shares (representing 200.0 per cent. of the
existing issued share capital of the Company and 66.7 per cent. of the issued
share capital of the Company, as enlarged by the Rights Issue), on the basis of:

                     2 New Shares at 15 pence per New Share
                            for each Existing Share


Background

•   The Board has previously outlined that its immediate priority is
    to reduce SMG's debt burden.

•   SMG completed the disposal of Primesight on 30 October 2007, for
    cash consideration of up to £62.0 million before expenses, £52.0 million of
    which has been received by the Company.

•   The Board believes there is a need to reduce further SMG's debt
    burden.

Rights Issue highlights

•   The Board believes the Rights Issue will create a more robust,
    appropriate and sustainable capital structure enabling SMG to run its business
    more efficiently, with significantly lower interest charges.

•   The Board also believes that the Rights Issue will:

    • substantially enhance SMG's financial stability through reduced debt and a
      strengthened capital base;

    • increase flexibility for SMG to dispose of its non-core assets from a
      position of strength so as to maximise shareholder value; and

    • facilitate future investment in SMG's core television businesses in
      accordance with its stated strategy.

•   Immediately following the Rights Issue, the Board intends to
    refinance SMG's remaining debt, expected to be approximately £40.3 million.

•   Going forward, the Board is committed to maintaining an efficient
    capital structure. Subject to this objective, the Directors intend that any net
    cash proceeds from the possible sale of Virgin Radio will be returned to
    shareholders in as tax efficient manner as possible.

•   The Rights Issue is expected to be accretive to the Group's
    earnings.

Strategic objectives

•   The Board continues to believe that the Group's future lies in its
    television business, associated broadcast and new media opportunities.

•   The Board expects to deliver a ten per cent. reduction in
    controllable costs of £2.5 million for 2007 in line with the 100 day strategy
    plan outlined in June 2007.

•   The Board has also announced a further ten per cent. planned
    reduction in costs since then, which would reduce ongoing costs from 2008 by a
    further £2.5 million.

Commenting, Rob Woodward, Chief Executive, SMG plc said:

'The Board of SMG believes that the Rights Issue is an important step in the
transformation of the Group's balance  sheet. It will significantly reduce debt,
substantially decrease interest payments, allow flexibility in timing of 
disposals and ensure that we can now focus fully on achieving our broadcasting
KPIs. Despite difficult market  conditions we are on track to deliver
substantial cost savings and have targeted the reduction of our indebtedness as 
the next stage in transforming the business. With a much strengthened balance
sheet and additional financial resources,  the Directors believe that SMG will
now be well placed to maximise the opportunities available to the Group.'

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

Appendix I sets out the expected timetable of principal events.

Appendix II sets out the definitions of terms used in this announcement.

Enquiries:

SMG plc                                                                                 Tel: [phone]
Rob Woodward, Chief Executive
George Watt, Chief Financial Officer
Debbie Johnston, Head of Communications

Hoare Govett Limited (Sponsor, financial adviser, corporate broker and underwriter)     Tel: [phone] 
Sara Hale
Stephen Bowler
Lee Morton

Brunswick Group LLP                                                                     Tel: [phone]
James Hogan
Simon Sporborg
Ash Spiegelberg


A conference call with analysts and investors will be held at 8.15a.m. 
(London time) today, 6 November 2007.


General

This announcement has been issued by, and is the sole responsibility of, SMG plc.

Hoare Govett Limited, which is authorised and regulated in the UK by the
Financial Services Authority, is acting as sponsor, underwriter, broker and
financial adviser exclusively for the Company and no one else in connection with
the Rights Issue and the admission of the New Shares to the Official List and to
trading on the London Stock Exchange's main market for listed securities and
will not be responsible to anyone other than the Company for providing the
protections afforded to clients of Hoare Govett Limited or for providing advice
in relation to the Rights Issue, the proposed admission to listing or trading,
or any other matters referred to in this announcement.

The release, publication or distribution of this announcement into certain
jurisdictions other than the UK may be restricted by law and therefore persons
in such jurisdictions into which this announcement is released, published or
distributed should inform themselves about and observe any such restrictions.
Any failure to comply with any such restrictions may constitute a violation of
the securities laws or regulation of such jurisdictions.

A combined circular to Shareholders containing both the Notice of the EGM and
the prospectus relating to the Rights Issue (the 'Prospectus') is expected to be
despatched today. The Prospectus gives further details of the Rights Issue and
contains a notice of an Extraordinary General Meeting of the Company to approve
the Rights Issue, expected to be held at 11.00a.m. on 23 November 2007 at the
offices of ABN AMRO at 250 Bishopsgate, London EC2M 4AA. The Prospectus gives
further details of the New Shares, the Nil Paid Rights and the Fully Paid Rights
to be offered pursuant to the Rights Issue, the Company's business and the
industry in which the Company operates.

This announcement is not for release, publication or distribution, directly or
indirectly, in whole or in part, in or into Australia, Canada, Japan or the
United States and does not constitute, or form part of, an offer or the
solicitation of an offer, or inducement, or invitation to subscribe for, buy,
underwrite or otherwise acquire, any rights, shares or other securities, nor the
solicitation of any vote or approval in any jurisdiction, nor shall there be any
sale, issue or transfer of shares in the Company in any jurisdiction in
contravention of applicable law. Any offer, invitation or inducement to acquire
shares in the Company will be made solely by means of the Prospectus, as updated
by any supplementary prospectuses, and any decision to keep, buy or sell shares
in the Company should be made solely on the basis of the information contained
in such document(s).

The securities referred to herein have not been and will not be registered under
the Securities Act and may not be sold or offered in the United States unless
registered under the Securities Act or an applicable exemption from such
registration. No public offering of New Shares will be made in Australia,
Canada, Japan or the United States.

This announcement includes forward-looking statements that are predictions of or
indicate future events and future trends. These forward-looking statements
include all matters that are not historical facts. Undue reliance should not be
placed on forward-looking statements because they involve known and unknown
risks, uncertainties and other factors that are in many cases beyond the
Company's control. By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on circumstances that may
or may not occur in the future. Forward-looking statements are not guarantees of
future performance, and the Company's actual results of operations, financial
condition and liquidity, and the development of the industry in which it
operates may differ materially from those made in or suggested by the
forward-looking statements contained in this announcement. The cautionary
statements set forth above should be considered in connection with any
subsequent written or oral forward-looking statements that the Company, or
persons acting on its behalf, may issue. These forward-looking statements are
made as of the date of this announcement and are not intended to give any
assurances as to future results. Save as required by law or regulation, the
Company undertakes no obligation to update these forward-looking statements, and
will not publicly release any revisions it may make to these forward-looking
statements that may result from events or circumstances arising after the date
of this announcement.

No statement in this announcement is intended to be a profit forecast or to
imply that the earnings of SMG for the current year or future years will
necessarily match or exceed the historical or published earnings of SMG.


Embargoed for release at 7.00 a.m.


                                                                 6 November 2007


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD
NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT
ON THE BASIS OF INFORMATION IN THE PROSPECTUS TO BE PUBLISHED BY SMG PLC TODAY
IN CONNECTION WITH THE PROPOSED RIGHTS ISSUE. COPIES OF THE PROSPECTUS WILL,
FOLLOWING PUBLICATION, BE AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE.


                                    SMG PLC

         PROPOSED RIGHTS ISSUE TO RAISE GROSS PROCEEDS OF £95.1 MILLION

Introduction

The Directors of SMG plc ('SMG' or the 'Company') announce that the Company
intends, subject to the approval of certain resolutions by Shareholders, to
undertake a fully underwritten Rights Issue of New Shares to raise approximately
£95.1 million (before expenses), the proceeds of which will be used to reduce
the outstanding debt of the Company. The Rights Issue is expected to result in
the issue of 633,850,240 New Shares (representing 200.0 per cent. of the
existing issued share capital of the Company and 66.7 per cent. of the issued
share capital of the Company, as enlarged by the Rights Issue) on the basis of:


                     2 New Shares at 15 pence per New Share
                            for each Existing Share

The Rights Issue is conditional upon the approval of Shareholders which will be
sought at an Extraordinary General Meeting of the Company to be held at 11.00
a.m. on Friday, 23 November 2007, at the offices of Hoare Govett Limited, 250
Bishopsgate, London, EC2M 4AA, notice of which is set out in the Prospectus that
has been sent out to Shareholders today.

Background to and reasons for the Rights Issue

The Board has previously outlined that its immediate priority is to reduce SMG's
debt burden. The Group took a significant step towards achieving this objective
when it completed the disposal of Primesight on 30 October 2007, for
consideration of up to £62.0 million before expenses. However, the Board
believes there is a need to reduce further SMG's debt burden and thus return the
Group to a sustainable capital structure. In particular, the Board believes the
Rights Issue will create a more robust, appropriate and sustainable capital
structure, enabling SMG to run its business more efficiently, with significantly
lower interest charges. The Board also believes that the Rights Issue will:

•   substantially enhance SMG's financial stability through reduced debt and
    a strengthened capital base;

•   increase flexibility for SMG to dispose of its non-core assets from a
    position of strength so as to maximise shareholder value; and

•   facilitate future investment in SMG's core businesses in accordance with
    its stated strategy.

Accordingly, the Board believes that the Rights Issue represents an important
step in the strengthening of the Group's balance sheet for its medium term
requirements. The Board intends to use all of the proceeds of the Rights Issue
to reduce the debt outstanding under the first facility of SMG's facility
agreement. Immediately following the Rights Issue, the Board intends to
refinance SMG's remaining debt, expected to be approximately £40.3 million.
Going forward, the Board is committed to maintaining an efficient capital
structure. Subject to this objective, the Directors intend that any net cash
proceeds from the possible sale of Virgin Radio will be returned to shareholders
in as tax efficient manner as possible. It is expected that the Rights Issue
will be accretive to the Group's earnings.

The Board continues to believe that the Group's future lies in its television
business, associated broadcast and new media opportunities, and expects to
deliver a ten per cent. reduction in controllable costs of £2.5 million from
2007 in line with the 100 day strategy outlined in June 2007. The Board has also
announced a further ten per cent. planned reduction in costs since then, which
would reduce ongoing costs from 2008 by a further £2.5 million.

Information on SMG plc

SMG's current principal activities include the production and broadcasting of
television programmes through stv, the production and broadcasting of local and
national radio through Virgin Radio, and the sale of advertising space in
cinemas through Pearl & Dean, in each case in the UK. In line with the Board's
strategy announced in June 2007, the Group is focused on stv's television
broadcast and production business. Virgin Radio and Pearl & Dean remain
non-core.

Information on stv

SMG's television division is known as stv. stv operates a broadcasting business
which incorporates two ITV licences - one for the north of Scotland and one for
central Scotland. As well as providing the ITV network programming for its
audience, the business produces and broadcasts over 15 hours per week of
dedicated Scottish programming to viewers across Scotland, including separate
regional news services North Tonight and Scotland Today. stv also broadcasts a
variety of non-news programmes across its network including drama, documentaries
and sport. Based in Glasgow, stv also has news studios in Aberdeen, Dundee,
Edinburgh and Inverness and is supported by the website www.stv.tv. stv also
operates a television content business through SMG Productions and Ginger
Productions. stv has produced several peak-time dramas such as Taggart and Rebus
, as well as a number of factual and children's programmes for, amongst others,
BBC1, ITV, Channel 4, Sky and Virgin Media. stv also owns a 'Ventures' division
which offers outside broadcast, studio and post-production services to third
parties such as Setanta Sports, Channel 4 and Sky, as well as operating stv's
new media activities. The Board is pursuing a growth strategy across all parts
of its television business as outlined in the strategic plan announced in June
2007.

Information on Virgin Radio

SMG's radio business operates under the Virgin Radio brand. Virgin Radio is one
of the UK's leading commercial radio businesses based on weekly reach, with
approximately 2.8 million regular listeners across both its analogue and digital
platforms. Virgin Radio's principal radio station broadcasts on an analogue
signal under an AM licence nationwide and an FM licence in the London area as
well as on a number of digital platforms. In addition, Virgin Radio operates
digital-only radio stations, including Virgin Radio Classic Rock. The radio
stations are available online at www.virginradio.co.uk. Virgin Radio's principal
radio station has a particularly strong following within the key advertising
demographic of 15-44 year olds, for whom it is the leading national commercial
station by both reach (1.8 million) and share of audience (2.3 per cent.).
Virgin Radio also accounts for 2.4 per cent. of total radio listening in the
25-34 year old demographic. In London, Virgin Radio is the number three
commercial broadcaster in the 25-34 year old male demographic and the number
five commercial broadcaster overall. Virgin Radio is regarded by the Board as a
non-core business.

Information on Pearl & Dean

SMG's cinema advertising business trades as Pearl & Dean. Pearl & Dean provides
on and off screen advertising opportunities to cinemas across the UK, including
Vue, Reeltime, Caledonian and Apollo cinemas as well as a number of independent
operators. Pearl & Dean is currently loss-making due to guaranteed revenue
obligations within its key contracts, resulting in an onerous contract provision
being made in the amount of £11.4 million. Pearl & Dean is regarded by the Board
as a non-core business.

Information on Primesight

On 30 October 2007, SMG completed the sale of Primesight to Bell Bidco, a
subsidiary of funds managed by GMT Communications Partners LLP, for
consideration of up to £62.0 million before expenses, £52.0 million of which has
been received by the Company. These proceeds, together with the net proceeds of
the Rights Issue, will be used to reduce SMG's outstanding debt.

Summary Financial Information

                           Year ended     Year ended   Year ended     Six months
                          31 December    31 December  31 December       ended 30
                                 2004         2005         2006        June 2007
                          (unaudited)      (audited)    (audited)    (unaudited)
                             £ million*    £ million    £ million      £ million
Revenue                         201.2        210.0        191.2           88.5
Operating profit                 28.0         31.2         18.4            9.0
Exceptional items                   -         (3.5)       (86.7)         (39.6)
Operating profit/(loss)
after exceptional items          28.0         27.7        (68.3)         (30.6)
                                                        


*Restated under IFRS

The selected historical financial information shown above represents SMG's total
results comprising continuing and discontinued operations, but excluding share
of associates.

The selected historical financial information shown for the six months ended 30
June 2007 has been prepared in accordance with the Group's IFRS accounting
policies and has been extracted without material adjustment from SMG's published
unaudited accounts for the six months ended 30 June 2007.

The selected historical financial information shown for the 12 months ended 31
December 2005 and the 12 months ended 31 December 2006 has been prepared in
accordance with the Group's IFRS accounting policies and was extracted without
material adjustment from SMG's published audited accounts for the 12 months
ended 31 December 2005 and the 12 months ended 31 December 2006, respectively.

The selected historical financial information for the 12 months ended 31
December 2004 was originally prepared in accordance with UK GAAP. However, the
selected historical financial information for the 12 months ended 31 December
2004 as shown above has been extracted without material adjustment from SMG's
published audited accounts for the 12 months ended 31 December 2005 for which
purposes it was restated in accordance with IFRS.

Principal terms of the Rights Issue

The Rights Issue is expected to realise cash proceeds of approximately £95.1
million before transactional and other costs.

633,850,240 New Shares will be offered by way of rights to Qualifying
Shareholders on the following basis.


                     2 New Shares at 15 pence per New Share
                            for each Existing Share


held and registered in their name on the Record Date and so in proportion for
any other number of Existing Shares then held.


The Issue Price of 15 pence per New Share represents a discount of approximately
47 per cent. to the mid-market closing price of 28.5 pence per Existing Share on
5 November 2007, which was the last business day prior to the date of this
announcement. The Rights Issue is expected to result in the issue of 633,850,240
New Shares (representing 200.0 per cent. of the existing issued share capital of
the Company and 66.7 per cent. of the issued share capital of the Company, as
enlarged by the Rights Issue). The New Shares will, when issued and fully paid,
rank equally in all respects with the Existing Shares, including the right to
receive all dividends or distributions made, paid or declared after Admission.


The Rights Issue is conditional on, inter alia, the passing of the Resolutions
at the Extraordinary General Meeting without amendment (or such amendments as
the Underwriter may agree) and the Underwriting Agreement becoming unconditional
in all respects and not having been terminated in accordance with its terms
prior to Admission.

The Rights Issue has been fully underwritten by Hoare Govett and is conditional
upon, amongst other things:

(a) the passing of the Resolutions at the EGM;
(b) Admission becoming effective by not later than 8.00 a.m. on Monday 26
    November 2007 (or such later time and date as the Company and Hoare Govett may
    agree); and
(c) the Underwriting Agreement otherwise having become unconditional in all
    respects and not having been terminated in accordance with its terms prior to
    Admission.

The allotment and issue of the New Shares will be made upon and subject to the
terms and conditions set out in the Prospectus and, in the case of Qualifying
Non-CREST Shareholders, the Provisional Allotment Letters which are expected to
be posted on Friday, 23 November 2007 to Qualifying Shareholders (other than
those whose registered address is in Australia, Canada, Japan or the United
States). Holdings of Existing Shares in certificated and uncertificated form
will be treated as separate holdings for the purpose of calculating entitlements
under the Rights Issue.

Application has been made to the Financial Services Authority and to the London
Stock Exchange for the New Shares (nil and fully paid) to be admitted to the
Official List and to trading on the London Stock Exchange's main market for
listed securities. It is expected that Admission will become effective on
Monday, 26 November 2007 and that dealings in the New Shares will commence, nil
paid, at 8.00 a.m. on that date.

The Existing Shares are already admitted to CREST. No further application for
admission to CREST is required for the New Shares and all of the New Shares when
issued and fully paid may be held and transferred through CREST. Applications
have been made for the Nil Paid Rights and the Fully Paid Rights to be admitted
to CREST. Euroclear requires SMG to confirm to it that the New Shares have been
admitted to the Official List before Euroclear will admit any security to CREST.
As soon as practicable after Admission, SMG will confirm this to Euroclear.

Current trading and prospects

SMG announced its results for the six months ended 30 June 2007 on 28 September
2007. Since 30 June 2007, the Company has continued to trade in line with
management's expectations. The disposal of Primesight, which was also announced
on 28 September 2007, was approved at an extraordinary general meeting of SMG
Shareholders on 15 October 2007, and completed on 30 October 2007. SMG has
received £52.0 million by way of initial consideration for the disposal. These
funds will be used, along with the proceeds from the Rights Issue, to reduce the
Group's outstanding debt.

Dividend policy

SMG recently suspended the payment of dividends. The Board will only consider
recommencing the payment of dividends when there is evidence of the success of
the Group's turnaround plan, to the extent that the Company has sufficient
distributable reserves, and where permitted by SMG's banking arrangements.

SMG Share Schemes

The remuneration committee of the Board has the power to adjust outstanding
options and awards in accordance with the rules of the SMG Share Schemes and
intends to discuss appropriate adjustments to take account of the Rights Issue.
Participants will be notified of any proposed adjustments in due course. Further
information will be provided to participants in the SMG Buy! & Match! Share Plan
about how they can participate in the Rights Issue in due course.

Irrevocable undertakings to vote at the EGM and to take up rights in the Rights
Issue

All of the Directors of SMG plc who hold shares in the Company have irrevocably
undertaken to vote in favour of the resolutions proposed at the EGM to be held
on Friday, 23 November 2007 and to take up their rights to New Shares in the
Rights Issue in respect of their entire beneficial holdings, which, at the date
of this announcement, amount to, in aggregate, 0.10 per cent. of the issued
share capital of SMG.

Overseas shareholders

In accordance with section 90(5) of the Act, the offer by way of rights to
Qualifying Shareholders who have no registered address within the UK and who
have not given the Company an address within the UK for the service of notices
will be made by the Company publishing a notice in the London Gazette on the
business day following the date on which the Provisional Allotment Letters are
despatched, stating where copies of the Prospectus and Provisional Allotment
Letters may be inspected or, in certain circumstances, be obtained on personal
application by or on behalf of such Qualifying Shareholders. Such Qualifying
Shareholders may be able to participate in the Rights Issue if they satisfy
themselves that, and in the case of those Qualifying Shareholders with
registered addresses in, or residents of Australia, Canada, Japan or the United
States, they are able to prove to the Company or its agents that, the receipt,
or acceptance, of the offer in such jurisdiction will not breach local
securities laws. If a Qualifying Shareholder with a registered address in, or
resident in, Australia, Canada, Japan or the United States, can prove this to
the satisfaction of the Company, then the Company at its absolute discretion may
arrange for him to be sent a Provisional Allotment Letter whether he is a
Qualifying non-CREST Shareholder or Qualifying CREST Shareholder.

Prospectus, Provisional Allotment Letters and Extraordinary General Meeting

A combined circular to Shareholders relating to the EGM and prospectus relating
to the Rights Issue (the 'Prospectus') is expected to be despatched today. The
Prospectus gives further details of the New Shares, the Nil Paid Rights and the
Fully Paid Rights to be offered pursuant to the Rights Issue, the Company's
business and the industry in which the Company operates. The Prospectus also
contains a notice of an Extraordinary General Meeting of the Company to approve
the Rights Issue, expected to be held at 11.00a.m. on Friday, 23 November 2007
at the offices of Hoare Govett at 250 Bishopsgate, London EC2M 4AA.


                                   Appendix I


Expected timetable for the Rights Issue

                                                                                                   2007

Announcement of Rights Issue                                                        Tuesday, 6 November

Publication of Prospectus                                                           Tuesday, 6 November

Record Date for entitlements under the Rights Issue                   5.00 p.m. on Tuesday, 20 November

Latest time and date for receipt of Forms of Proxy                 11.00 a.m. on Wednesday, 21 November

Latest time and date for receipt of electronic proxy appointments  11.00 a.m. on Wednesday, 21 November                 
via the CREST system       

Extraordinary General Meeting                                         11.00 a.m. on Friday, 23 November

Despatch of Provisional Allotment Letters (to Qualifying non-CREST                 Friday, 23  November
Shareholders only)                                                     

Dealings in New Shares, nil paid, commence on the London Stock         8.00 a.m. on Monday, 26 November
Exchange                                                              

Existing Shares marked 'ex-rights' by the London Stock Exchange        8.00 a.m. on Monday, 26 November

Nil Paid Rights credited to stock accounts in CREST (Qualifying        8.00 a.m. on Monday, 26 November
CREST Shareholders only)                                              

Recommended latest time for requesting withdrawal of Nil Paid          4.30 p.m. on Monday, 10 December
Rights or Fully Paid Rights from CREST (i.e. if your Nil Paid         
Rights or Fully Paid Rights are in CREST and you wish to convert        
them into certificated form)

Latest time and date for depositing renounced Provisional            3.00 p.m. on Thursday, 13 December
Allotment Letters, nil paid or fully paid, into CREST or for        
dematerialising Nil Paid Rights or Fully Paid Rights into a CREST       
stock account

Latest time and date for splitting Provisional Allotment Letters,      3.00 p.m. on Friday, 14 December
nil paid or fully paid                                                
                                                                        
Latest time and date for acceptance and payment in full and          11.00 a.m. on Tuesday, 18 December
registration of renounced Provisional Allotment Letters              
                                                                        
Dealings in New Shares, fully paid, commence on the London Stock    8.00 a.m. on Wednesday, 19 December
Exchange and New Shares credited to CREST stock accounts           
(uncertificated holders only)                                           

Despatch of definitive share certificate for New Shares in                       by Friday, 21 December
certificated form (certificated holders only)                           


Notes:

(i)   Each of the times and dates set out in the above timetable and
      mentioned in this announcement and the Provisional Allotment Letter is subject
      to change by the Company (with the agreement of Hoare Govett), in which event
      details of the new times and dates will be notified to the Financial Services
      Authority and, where appropriate, to Shareholders.

(ii)  References to times in this announcement are to London time.

(iii) If you have any queries about the Rights Issue or on the
      procedure for acceptance and payment you should contact Capita Registrars,
      Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, on
      0870 162 3121 or, from outside the UK, [phone]. The helpline is
      available between the hours of 9.00 a.m. and 5.00 p.m. Monday to Friday
      excluding Public Holidays. For legal reasons the shareholder helpline will not
      be able to provide advice on the merits of the Rights Issue or to provide
      financial, tax or investment advice.


                                  Appendix II


The definitions set out below apply throughout this announcement, unless the
context requires otherwise.

'Admission'    the admission of the New Shares to the Official List and to
               trading on the London Stock Exchange's main market for listed
               securities;

'Board' or     the board of directors of the Company;
'Directors'

'certificated' not in uncertificated form;
or 'in
certificated
form'

'Company' or   SMG plc;
'SMG'

'CREST'        the relevant system (as defined in the Regulations) for the
               paperless settlement of trades in listed securities in the United
               Kingdom, of which Euroclear is the operator (as defined in the
               Regulations);

'EGM' or       the extraordinary general meeting of SMG to be held at the
'Extraordinary offices of Hoare Govett Limited, 250 Bishopsgate, London, EC2M
General        4AA at 11.00 a.m. on Friday, 23 November 2007;
Meeting'

'Euroclear'    Euroclear UK and Ireland Limited;

'Existing      the Ordinary Shares in issue prior to completion of the Rights
Shares'        Issue;

'FSMA'         the Financial Services and Markets Act 2000, as amended;

'Financial     the Financial Services Authority of the UK acting in its capacity
Services       as the competent authority for the purposes of Part VI of the
Authority' or  FSMA and in the exercise of its functions in respect of the
'FSA'          admission to the Official List otherwise than in accordance with
               Part VI of the FSMA;

'Fully Paid    rights to subscribe for the New Shares, fully paid;
Rights'

'Group'        SMG plc and its consolidated subsidiaries and subsidiary
               undertakings from time to time;

'IFRS'         the International Financial Reporting Standards, as adopted by
               the European Union;

'Issue Price'  the price at which each New Share is to be issued under the
               Rights Issue;

'Hoare Govett' Hoare Govett Limited;

'London Stock  London Stock Exchange plc;
Exchange'

'New Shares'   new Ordinary Shares to be allotted and issued pursuant to the
               Rights Issue;

'Nil Paid      rights to subscribe for New Shares, nil paid, provisionally
Rights'        allotted to Qualifying Shareholders' pursuant to the Rights
               Issue;

'Notice'       the notice of the EGM set out at the end of the Prospectus;

'Official      the Official List of the FSA;
List'

'Ordinary      the ordinary shares of 2.5 pence each in the capital of the
Shares'        Company;

'Primesight'   SMG's outdoor advertising business, the disposal of which was
               completed on 30 October 2007;

'Prospectus'   the combined circular to Shareholders relating to the EGM and
               prospectus relating to the Rights Issue expected to be despatched
               today 6 November 2007;

'Provisional   the renounceable provisional allotment letters representing Nil
Allotment      Paid Rights or Fully Paid Rights to be sent to Qualifying
Letters'       Non-CREST Shareholders (other than, subject to certain
               exceptions, Qualifying Shareholders with a registered address in
               Australia, Canada, Japan or the United States);

'Qualifying    Qualifying Shareholders holding Existing Shares in uncertificated
CREST          form;
Shareholders'

'Qualifying    Qualifying Shareholders holding Existing Shares in certificated
non-CREST      form;
Shareholders'

'Qualifying    holders of Existing Shares on the register of members of the
Shareholders'  Company at the close of business on the Record Date;

'Record Date'  5.00 p.m. on Tuesday, 20 November 2007;

'Regulations'  the Uncertificated Securities Regulations 2001 (SI2001/3755), as
               amended;

'Resolutions'  the resolutions set out in the Notice;

'Rights Issue' the proposed issue by way of rights of 633,850,240 New Shares to
               Qualifying Shareholders on the terms and subject to the
               conditions to be set out in the Prospectus and, in the case of
               Qualifying Non-CREST Shareholders only, in the Provisional
               Allotment Letters;

'Securities    the United States Securities Act of 1933, as amended;
Act'

'Shareholders' the holders of Ordinary Shares in the capital of the Company;

'SMG Share     the SMG plc 2005 Executive Long Term Incentive Plan, the SMG plc
Schemes'       Performance Share Plan, the SMG plc Company Share Option Plan,
               the SMG plc Executive
               Share Option Scheme, the SMG plc Sharesave Scheme, the SMG plc
               Buy! & Match! Share Plan and the SMG plc Loyalty and Service
               Scheme;

'Sponsor'      Hoare Govett Limited;

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

'United        the United States of America its territories and possessions, any
States' or     state of the US and the District of Columbia;
'US'

'UK GAAP'      accounting principles generally accepted in the UK;

'Underwriter'  Hoare Govett Limited; and

'Underwriting  the underwriting agreement entered into between the Company and
Agreement'     the Underwriter.









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