Share Placing

SMG PLC
22 August 2000



SHARE PLACING TO FUND ONGOING DEVELOPMENT


SMG plc ('SMG' or 'the Group') today announces its intention to raise up to
£45.0 million (net of expenses) by way of a cash placing of 14.6 million new
ordinary shares, representing approximately 5% of the issued share capital of
the Company.

Background on SMG plc

SMG is a leading UK media group which operates across most of the principal
areas of the UK media sector.  It is Scotland's leading commercial media
group, with market-leading positions in television and newspapers, and over
the last 18 months has developed a strong national presence through selective
value-adding acquisitions in commercial radio, and both cinema and outdoor
advertising.

Over the last five years, SMG has delivered an excellent financial performance
from its operations with profit before tax* growing by approximately 400
percent, through a combination of solid organic growth and highly successful
acquisitions.  Over the same period, SMG has delivered strong returns for its
shareholders, having grown reported earnings per share* by over 300 percent,
with SMG's share  price  increasing  by  170  percent  since 1 January 1994,
out-performing  the FTSE All-Share Index by 85 percent.

Reasons for the Issue & Use of Proceeds

The UK media sector, and in particular those segments in which SMG operates,
is experiencing strong growth and is going through an ongoing process of
consolidation, which is being accelerated by deregulation.  In addition,
technological developments such as digital television, digital radio and the
internet continue to create new and interesting business models.

The Board of SMG therefore believes that a significant number of investment
opportunities will continue to arise within SMG's existing areas of operation
and across the wider new media front.  The Board wishes to ensure that the
Company is able to finance and execute new investment and acquisition
opportunities quickly, enabling it to compete more effectively in a rapidly
consolidating market-place.  Accordingly, the Board believes that the funds
raised by the proposed share placing will strengthen the Group's balance
sheet, by reducing existing indebtedness and improving treasury headroom, and
provide the necessary flexibility to continue the Group's successful
development.

Current Trading and Prospects

SMG also announced today (22 August) record interim results, covering the six
month period ended 30 June 2000.  A summary of the key financials is as
follows:

-   Total turnover        -    up 37%,   to £152.7million
-   EBITDA *              -    up 39%,   to £40.4million
-   Operating Profit *    -    up 41%,   to £36.4 million
-   Profit before tax *   -    up 25%,   to £30.0 million
-   Earnings per share*   -    up 16%,   to 7.8 pence
-   Dividend per share    -    up  5%,   to 2.3 pence

The results include a strong underlying performance from continuing
operations, with operating profit 11 percent ahead at the interim stage, and
an excellent first-time contribution from Ginger Media Group (Virgin Radio and
Ginger Television) which was acquired on 14 March 2000, and is now fully
integrated.

With the UK and Scottish economies performing well, the outlook for
advertising revenues in the second half of the year is positive.  While the
rate of growth from dot.com advertising  is expected to slow, both SMG's radio
and television operations are enjoying encouraging levels of advertising
growth from the more traditional sectors, with radio performing well through
the summer months.  The Group's publishing business looks set to maintain its
progress in advertising growth through the remainder of the year, while its
out of home operations continue to perform well, in particular the outdoor
sector.  The Board therefore is confident of achieving the exacting targets it
has set for the Group in 2000.

Details of Cash Placing

A total of 14,613,960 ordinary shares of 2.5 pence each will be issued under
the share placing, representing approximately 5.0 percent of the existing
issued share capital of the Company.  The new shares are proposed to be placed
by Hoare Govett Limited, the Company's agent to the process, through an
accelerated bookbuilding exercise.  The shares are being made available to
both new and existing shareholders.  It is the Company's intention to raise up
to £45.0 million (net of expenses) from the placing.

The placing is conditional on, inter alia, the admission of the placing shares
to the Official List of the UK Listing Authority ('the Official List')
becoming effective by 9 am on 30 August 2000 (or such later time as the
Company and Hoare Govett Limited may agree), and will be conducted in
accordance with the terms and conditions as set out in the appendix.
Application will be made for the admission of the placing shares to the
Official List, and to the London Stock Exchange for admission to trading.  The
placing shares will rank pari passu in all respects with SMG's existing
ordinary shares.

Commenting on the placing, Andrew Flanagan, Chief Executive of SMG plc, said:

'With the acquisition and successful integration of Ginger Media Group firmly
under our belt, and delivering exceptional returns, we are now set to continue
our development as a major player in UK media.  This share placing will
provide us with the financial flexibility to capitalise on appropriate
opportunities as they arise.'

*  Before exceptionals and FRS10 goodwill amortisation

For further information contact:

Gary Hughes     CFO & Business Development Director       020 7882 1088
George Watt     Acting Group Finance Director
Callum Spreng   Director of Corporate Affairs

Mark Astaire    Hoare Govett Limited                      020 7678 8000
Sara Coghill

APPENDIX: IMPORTANT INFORMATION ON THE PLACING

Members of the public are not eligible to take part in the Placing.

If you choose to participate in the Placing by making an oral offer to acquire
Placing Shares you will be deemed to have read and understood this
announcement in its entirety and to be making such offer on the terms and
conditions contained herein and to be providing the representations,
warranties and acknowledgements contained in this announcement.  In particular
you represent, warrant and acknowledge that you:

1.are a person whose ordinary activities involve you in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purpose
of your business and undertake that you will acquire, hold, manage or dispose
of any Placing Shares that are allocated to you for the purposes of your
business; and

2.are outside the United States or have executed an investment letter in the
form provided to you.

This announcement does not and these materials do not constitute an offer to
sell or issue or the solicitation of an offer to buy or subscribe for ordinary
shares in the capital of the Company in The United States, Canada, Australia,
Japan or in any jurisdiction in which such offer or solicitation is unlawful
and the information contained herein is not for publication or distribution to
persons in the United States, Canada, Australia, Japan or any jurisdiction in
which such publication or distribution is unlawful .  The Placing Shares
referred to in this announcement have not been and will not be registered
under the United States Securities Act of 1933, as amended (the 'Securities
Act') and, subject to certain exceptions, may not be offered or sold within
the United States.  No public offering of the Placing Shares is being made in
the United States.  Any public offering to be made in the United States will
be made through a prospectus.  The Placing Shares are being offered and sold
outside the United States in reliance on Regulation S under the Securities
Act.

The distribution of this announcement and the placing and/or issue of ordinary
shares in the capital of the Company in certain jurisdictions may be
restricted by law.  No action has been taken by the Company or Hoare Govett
that would permit an offer of such ordinary shares or possession or
distribution of this announcement or any other offering or publicity material
relating to such ordinary shares in any jurisdiction where action for that
purpose is required.  Persons into whose possession this announcement comes
are required by the Company or Hoare Govett to inform themselves about and to
observe any such restrictions.

Details of the Placing Agreement and the Placing Shares

Hoare Govett ('the Manager') has entered into a placing agreement (the
'Placing Agreement') with SMG whereby the Manager has, subject to the
conditions set out therein, agreed to use its reasonable endeavours as agent
of the Company to procure placees to subscribe for the Placing Shares.

The Placing Shares will be credited as fully paid and will rank pari passu in
all respects with the existing issued ordinary shares of 2.5 pence each in the
capital of the Company.

Bookbuild

Commencing today the Manager will be conducting a bookbuilding process (the
'Bookbuilding Process') for participation in the Placing.  This announcement
gives details of the terms and conditions of, and the mechanics of
participation in, the Bookbuilding Process.  No commissions will be paid to
placees or by placees in respect of any Placing Shares.

How to participate in the Bookbuilding Process

If you wish to participate in the Bookbuilding Process you should communicate
your bid by telephone to your usual sales contact at ABN AMRO Equities (UK)
Ltd  or to Lee Morton (020 7678 1139).  If successful, your allocation will be
confirmed to you orally following the close of the Bookbuilding Process, and a
conditional contract note will be dispatched as soon as possible thereafter.
The Manager's confirmation to you will constitute a legally binding commitment
upon you to subscribe for and/or purchase the number of Placing Shares
allocated to you on the terms and conditions set out in this announcement and
in accordance with the Company's Memorandum and Articles of Association.

The Manager anticipates making a further announcement following the close of
the Bookbuilding Process detailing the number of Placing Shares to be issued
and the price at which the Placing Shares have been placed (the 'Pricing
Announcement').

Principal terms of the Bookbuilding Process

1.Hoare Govett are arranging the Placing as agents of the Company.

2.Participation will only be available to persons invited to participate by
the Manager.  The Manager is entitled to enter bids as principal in the
Bookbuilding Process.

3.The Bookbuilding Process will establish a single price (the 'Placing Price')
payable by all placees.  In accordance with paragraph 4.8 of the Listing Rules
of the UK Listing Authority ('UKLA'), the Placing Price will not be set below
a price which is a discount of more than 10% to the middle market price of the
Placing Shares at the time the Placing Price is set.  The Placing Price will
be determined by the Manager, having regard to such factors as it considers
appropriate.

4.To enter a bid into the Bookbuilding Process, you should communicate your
bid by telephone to your usual sales contact at ABN AMRO Equities (UK) Ltd or
to Lee Morton (020 7678 1139).  Your bid should state the number of Placing
Shares for which you wish to subscribe at either the Placing Price which is
ultimately established by the Manager or at prices up to a price limit
specified in your bid.

5.All bids will be binding to the extent that they are not varied or revoked
prior to the close of the Bookbuilding Process and will not be capable of
variation or revocation after the close of the Bookbuilding Process.

6.The Manager reserves the right not to accept bids or to accept bids in part
rather than in whole.  The acceptance of bids shall be at the Manager's
absolute discretion.

7.The Bookbuilding Process will close no later than 4.30pm on 22 August, 2000,
but may be closed earlier at the sole discretion of the Manager.  The Manager
may, at its sole discretion, accept bids that are received after the
Bookbuilding Process has closed.

Conditions of the Placing

The Placing is conditional on, inter alia,

1.the UKLA having admitted the Placing Shares to the Official List in
accordance with the UK Listing Rules and the London Stock Exchange to trading
in accordance with the London Stock Exchange Admission and Disclosure
Standards for Listed Companies ('Admission') by no later than 9:00am on 30
August 2000 (or by such later time and date as the Manager and the Company may
agree).

If, (a) the condition above is not satisfied within the stated time period or
(b) the Placing Agreement is terminated, or (c) the Placing Agreement does not
otherwise become unconditional in all respects, the Placing will lapse and
your rights and obligations hereunder shall cease and determine at such time
and no claim can be made by you in respect thereof.

By participating in the Bookbuilding Process you agree that your rights and
obligations hereunder terminate only in the circumstances described above and
will not be capable of rescission or termination by you.

Right to terminate under the Placing Agreement

The Manager will be entitled in its absolute discretion by notice in writing
to the Company prior to Admission to terminate its obligations under the
Placing Agreement if:

1)the Company is in breach of any of its obligations under the Placing
Agreement in a manner which is material in the context of the Placing; or

2)any of the representations, warranties or undertakings given by the Company
in the Placing Agreement was, or if repeated at any time prior to Admission
(by reference to the facts and circumstances then existing) would be, untrue
inaccurate or misleading in any respect which is material in the context of
the Placing.

By participating in the Bookbuilding Process you agree with the Manager that
the exercise by the Manager of any right of termination or other discretion
under the Placing Agreement shall be within the absolute discretion of the
Manager and that the Manager need make no reference to you and shall have no
liability to you whatsoever in connection with any such exercise.

No Prospectus

No prospectus has been or will be submitted to be approved by the UK Listing
Authority or filed with the Registrar of Companies in England and Wales in
relation to the Placing Shares.

Registration and Settlement

Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, subject to certain exceptions.  The Manager
reserves the right to require settlement for and delivery of the Placing
Shares to Placees in such other means that it deems necessary if delivery or
settlement is not possible within the CREST system within the timetable set
out in this announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.

If you are allocated any Placing Shares in the Bookbuilding Process you will
be sent a conditional contract note.

Settlement will be on a T+5 basis.

Interest is chargeable daily on payments to the extent that value is received
after the due date at the rate of 5 percentage points above prevailing LIBOR.

Representations and Warranties

By participating in the Bookbuilding Process you represent, warrant and
acknowledge that:

1.the issue to you of Placing Shares will not give rise to a liability under
any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts
and clearance services);

2.you are, or at the time the Placing Shares are subscribed or purchased will
be, the beneficial owner of such Placing Shares and you are not a resident of
Canada, Japan or Australia and, unless you have executed an investment letter
in the form provided to you, you are located outside the United States (within
the meaning of Regulation S);

3.you are entitled to subscribe for and/or purchase Placing Shares under the
laws of all relevant jurisdictions which apply to you and that you have fully
observed such laws and obtained all guarantees and other consents which may be
required thereunder and complied with all necessary formalities;

4.you are a person whose ordinary activities involve you in acquiring,
holding, managing or disposing of investments (as principal or agent) for the
purpose of your business and undertake that you will acquire, hold, manage or
dispose of any Placing Shares that are allocated to you for the purposes of
your business;

5.you have complied with the Money Laundering Regulations (1993) (the
'Regulations') and, if you are making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by you to verify the
identity of the third party as required by the Regulations;

6.you have read this announcement;

7.the only information upon which you have relied in committing yourself to
subscribe for and/or purchase the Placing Shares is that contained in this
announcement and any information previously published by the Company by
notification to the Company Announcements Office of the London Stock Exchange,
provided that before relying on any previously published information, you
should make your own investigations and satisfy yourself that the information
is still current;

8.you are a person who falls within paragraph 11(3) of the Financial Services
Act 1986 (Investment Advertisements) (Exemptions) Order 1996; and

9.neither the Manager nor any person acting on its behalf has or shall have
any liability for any publicly available or filed information or
representation relating to the Company, provided that nothing in this
paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person.

The Company, the Manager and others will rely upon the truth and accuracy of
the foregoing representations, warranties and acknowledgements.

This document has been issued by and is the sole responsibility of SMG plc and
has been approved solely for the purposes of Section 57 of the Financial
Services Act 1986 by Hoare Govett, which is regulated in the UK by The
Securities and Futures Authority Limited.  Hoare Govett is acting for SMG and
no one else in connection with the Placing and will not be responsible to any
other person for providing the protections afforded to customers of Hoare
Govett or for providing advice in relation to the Placing.

The price of shares may go down as well as up.