Acquisition & Issue of Equity

Creston PLC
09 February 2005





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Creston Plc


•         Proposed Acquisition of Face Communications Limited and certain shares
in DLKW Holdings Limited for a maximum consideration of £38.3 million

•         Proposed Placing and Open Offer by Charles Stanley & Co. Limited of
7,048,164 New Ordinary Shares at 145 pence per share to raise approximately
£10.2 million


SUMMARY

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


Creston Plc ("Creston" or the "Company"), the diversified marketing services
group, today announces that the Company has agreed, subject inter alia to
Shareholder approval, the proposed acquisition of Face Communications, the
ultimate parent company of the DLKW Group, and 26 per cent. of the issued share
capital of DLKW Holdings (the other 74 per cent. being already owned by Face
Communications) and a Placing and Open Offer by Charles Stanley & Co. Limited to
raise approximately £10.2 million before expenses.


•         To date, Creston's areas of focus have centred on market research,
direct marketing, public relations and channel marketing. However, it is the
Board's view that the acquisition of an advertising agency is a key part of
Creston's growth strategy, both in terms of filling an important gap in its
diversified marketing services portfolio and in bringing further opportunities
for synergy across the Group;


•         The DLKW Group is an advertising and communications group based in
Covent Garden in London, which employs 157 people on a full time basis.  DLKW
Holdings was established in 2000 by Greg Delaney and Mark Lund and Partners
through a management buy-out of Delaney Fletcher Bozell Limited, the London
office of Bozell Worldwide;


•         The DLKW Group has a diverse range of clients and has a number of
large blue chip clients, which include HBOS, Vauxhall, Burger King, Exxon, eBay,
Batchelors, Capital Radio, The Financial Times, Premier Foods and COI
Communications, the communications agency of HM Government, one of the largest
spenders on marketing communications in the UK;


•         The DLKW Group is the only agency to feature in Campaign magazine's
Business Growth Top 5 in each of the past three years. DLKW's ratio of
conversion from short list to win is, in the opinion of its directors, very high
at 58 per cent. for 2004 and it has won seven of its last twelve pitches. As
featured in Campaign magazine's rankings, the DLKW Group is one of the largest
independent UK advertising and communications agencies;


•         The maximum consideration payable is up to £38.3 million to be
satisfied by:

(a) Initial Consideration of £19.0 million payable to the Principal Vendors and
the Senior Managers on Completion, to be satisfied as to: £15.0 million in cash;
and £4.0 million by the issue of the Consideration Shares.

(b) Deferred Consideration of up to £19.3 million payable to the Vendors subject
to the average annualised profit before interest and tax of Face Communications
from the date of Completion to 31 March 2008 reaching agreed levels;


•         Subject inter alia to Shareholder approval, it proposes to raise
approximately £9.5 million (net of expenses) by the issue of 7,048,164 new
Ordinary Shares at 145 pence each by way of a Placing and Open Offer;


•         The net proceeds of the Placing and Open Offer and £5.5 million of
existing cash resources and new bank facilities will be used to fund the Initial
Consideration;


•         Qualifying Shareholders are invited to apply to subscribe for Open
Offer Shares at the Issue Price of 145 pence per share, free of all expenses,
payable in full on application, on the following basis: 1 New Ordinary Share for
every 8 existing Ordinary Shares registered in their name at the close of
business on the Record Date and so in proportion for any greater or lesser
number of existing Ordinary Shares then held;


•         An Extraordinary General Meeting has been convened for 11.00 a.m. on 4
March 2005, at which Shareholders will be asked to consider the Resolutions
necessary to approve and implement the Proposals;


•         Creston has continued to make good progress in the second half of the
Group's financial year to 31 March 2005 and the Group's trading in the period to
31 December 2004 has been ahead of the comparable prior year period. The Group's
main operating subsidiaries continue to demonstrate resilient trading
performances and, combined with the increasing level of synergies and cross
selling opportunities within the Group, the Board anticipates further organic
growth.


Commenting on the proposed acquisition, Don Elgie, Chief Executive of Creston,
said:


"Creston is very proud to have attracted an agency of DLKW's standing to the
Group.  Their philosophy of 'creative, collaborative and commercial' fits very
well with Creston's philosophy. This acquisition will enable us now to pitch for
and provide full service Marketing Communications business and as a result the
enlarged group will benefit from increased operating and synergy opportunities.


"Fifty per cent of the marketing pound is spent on advertising - all statistical
forecasts on the advertising industry show it is an upward curve and we are
confident of the financial and trading prospects of the Group."



Greg Delaney, Chairman of Delaney Lund Knox Warren & Partners, said:


"In Creston, we are joining a dynamic and growing Group of like-minded marketing
services companies which are all highly respected in their fields.  We believe
there are still plenty of growth opportunities across the sector and that we are
well placed to take full advantage of that in the future.


"Creston shares our ambitions for DLKW.  This new partnership will keep all the
elements of our success in place, as well as providing us with additional
resources.  We see a very bright future for ourselves within the Creston Group,
which is why we are happy to be major Creston shareholders."



Enquiries


Creston Plc                                       020 7930 9757
Don Elgie, Chief Executive
Barrie Brien, CFO and COO

Delaney Lund Knox Warren & Partners Limited       020 783 63474
Greg Delaney / Mark Lund

Charles Stanley & Co. Limited                     020 7953 2000
Mark Taylor

Redleaf Communications                            020 7955 1410
Emma Kane                                          07876 338339


Introduction


Creston is pleased to announce that the Company has agreed, subject inter alia
to Shareholder approval, the proposed acquisition of Face Communications, the
ultimate parent company of the DLKW Group, and 26 per cent. of the issued share
capital of DLKW Holdings (the other 74 per cent. being already owned by Face
Communications). The DLKW Group is a leading independent UK based advertising
and communications agency.


Due to the size of the DLKW Group in relation to the Group, the Acquisition
constitutes a Class 1 transaction under the Listing Rules and accordingly the
Company is required to obtain the prior approval of Shareholders for the
Acquisition.


The Company is also pleased to announce that, subject inter alia to Shareholder
approval, it proposes to raise approximately £9.5 million (net of expenses) by
the issue of 7,048,164 new Ordinary Shares at 145 pence each by way of a Placing
and Open Offer.  4,889,498 Ordinary Shares have been placed firm, irrevocable
undertakings to take up all or part of their entitlements under the Open Offer
in respect of 510,012 Open Offer Shares have been received from certain
Qualifying Shareholders by the Company and 1,648,654 Open Offer Shares have been
conditionally placed, subject only to clawback by Qualifying Shareholders, with
institutional and other investors by Charles Stanley.


The net proceeds of the Placing and Open Offer and £5.5 million of existing cash
resources and new bank facilities will be used to fund the Initial
Consideration. Qualifying Shareholders have the right to subscribe for the Open
Offer Shares in accordance with the terms of the Open Offer.


An Extraordinary General Meeting has been convened for 11.00 a.m. on 4 March
2005, at which Shareholders will be asked to consider the Resolutions necessary
to approve and implement the Proposals.


Background to and the reasons for the Acquisition


Creston's strategy is to build a diversified international marketing services
group through organic growth and through selective acquisitions. The Board
believes that there is potential to identify synergistic benefits between
currently independent marketing services companies offering premium services
such as market research, direct marketing, PR, customer relationship marketing
and other areas of marketing communications.


In evaluating potential acquisition opportunities, Creston looks for companies
with strong growth history and potential in its chosen marketing discipline, and
employs a particularly stringent set of selection criteria which require
potential acquisitions to be able to demonstrate:


•         high quality businesses;

•         a proven history of resilience;

•         consistent growth and good growth prospects;

•         a committed management;

•         established blue chip clients; and

•         a low level of client attrition.


Following its repositioning in January 2001 as a marketing services group,
Creston has made five significant acquisitions:


•         the acquisition in January 2001 of Marketing Sciences Limited, an
international quantitative and qualitative market research company, based in
Winchester;

•         the acquisition in November 2001 of The Real Adventure Marketing
Communications Limited, a national marketing communications company, based in
Bath;

•         the acquisition in November 2002 of EMO Group Limited, a national
channel marketing communications company based in Swindon and Bristol;

•         the acquisition in September 2003 of Nelson Bostock Communications
Limited, a public relations agency based in London; and

•         the acquisition in September 2004 of CML Research Limited, a
qualitative market research company based in London.


The companies have benefited from established relationships with an existing
blue-chip client base, inter-subsidiary cross-selling opportunities and a
greater profile achieved through being part of a quoted company.


To date, Creston's areas of focus have centred on market research, direct
marketing, public relations and channel marketing. However, it is the Board's
view that the acquisition of an advertising agency is a key part of Creston's
growth strategy, both in terms of filling an important gap in its diversified
marketing services portfolio and in bringing further opportunities for synergy
across the Group. The Board believes that the Acquisition represents an
important step towards the strategy of building a broadly based group and
avoiding over-concentration in any one sector. Furthermore they believe that the
advertising market offers potential for future growth. The World Advertising
Research Centre's European Advertising Media Forecasts estimate that advertising
expenditure for main media in the UK would increase by 4.3 per cent. in 2004
over 2003 and by 5.0 per cent. in 2005 over 2004 (constant prices). The
Advertising Association estimated that the UK advertising market was worth £17.2
billion in 2003.  The World Advertising Research Centre's European Advertising
Media Forecasts estimate that the market is expected to grow by up to 29 per
cent. in the period from 2004 to 2012 (constant prices).


Building further on the Board's identified acquisition strategy, Creston has
conditionally agreed, subject to Shareholder approval at the EGM, to acquire
Face Communications, the ultimate parent company of the DLKW Group. The
Directors believe that the DLKW Group will complement Creston's existing
operations and is in a similar line of business as EMO Group and TRA, subsidiary
companies of Creston, which provide advertising and marketing communication
services to certain of their clients. The DLKW Group also fits Creston's
acquisition criteria of having strong growth potential in their chosen niche
markets. Furthermore, the acquisition of the DLKW Group underlines the Company's
commitment to exploit existing market opportunities through acquisition and
through leveraging cross-selling opportunities that exist within the Group. The
Directors believe that an additional advantage of the Acquisition is that the
Enlarged Group will have the credibility and capability to pitch for and fulfil
full service Marketing Communications business.


Information on the DLKW Group


Face Communications owns 74 per cent. of the issued share capital of DLKW
Holdings. As part of the Acquisition, Creston will acquire the remaining 26 per
cent. of the issued share capital of DLKW Holdings from the Principal Vendors.


DLKW Holdings was established in 2000 by Greg Delaney and Mark Lund and Partners
through a management buy-out of Delaney Fletcher Bozell Limited, the London
office of Bozell Worldwide. The DLKW Group is an advertising and communications
group based in Covent Garden in London, which employs 157 people on a full time
basis and consists of the following operating companies:


DLKW Holdings - intermediate holding company;

DLKW and Partners - an advertising agency;

DLKW Dialogue - a digital, direct and promotional marketing company; and

The Composing Room - a pre-press print production company.


In addition, the DLKW Group has a 15 per cent. holding in BJK&E Holdings, which
owns 100 per cent. of BJK&E, a media planning and buying company.


In 2000, the DLKW Group's business was principally above the line advertising,
principally focussed on television and the press. As the number of DLKW &
Partners' clients increased, the Principal Vendors recognised the growing
potential for communications through the internet and in 2001 they founded DLKW
Dialogue to specialise in digital and direct communications. Subsequently,
digital advertising has become the fastest growing of all advertising areas. In
2004, a sales promotion capability was added to DLKW Dialogue.


In October 2003, DLKW Holdings acquired 90 per cent. of The Composing Room, an
artwork, retouching and reproduction company, to capitalise on the potential for
synergies and efficiencies within the print production process as a result of
the increase in the volume of press business being undertaken by the group.


The DLKW Group's business is based on the philosophy of being creative,
collaborative and commercial and is committed to delivering high levels of
client service. As a result the DLKW Group has enjoyed strong levels of client
retention. Furthermore, the DLKW Group now works with eight of its top ten
clients on two or more disciplines within the marketing and communications mix,
which strengthens the DLKW Group's relationships to its clients' business.


The DLKW Group has a diverse range of clients and has a number of large blue
chip clients, which include HBOS, Vauxhall, Burger King, Exxon, eBay,
Batchelors, Capital Radio and COI Communications, the communications agency of
HM Government, one of the largest spenders on marketing communications in the
UK.


Since inception, DLKW's business has continued to grow, and despite a period of
industry downturn in 2001 to 2002, has remained profitable with gross profit
increasing by over 46 per cent. between 2001 and 2003. DLKW Group's financial
performance has also substantially outperformed the growth in the advertising
market since 2000, as provided by The Advertising Association. In the nine
months to 30 September 2004, DLKW & Partners, the advertising agency accounted
for 79 per cent. of group income, DLKW Dialogue accounted for 11 per cent. of
group income and The Composing Room accounted for 10 per cent. of group income.
Such has been the consistency of this organic growth that the DLKW Group is the
only agency to feature in Campaign magazine's Business Growth Top 5 in each of
the past three years. DLKW Group's ratio of conversion from short list to win
is, in the opinion of its directors, very high at 58 per cent. for 2004 and it
has won seven of its last twelve pitches. As featured in Campaign magazine's
rankings the DLKW Group is one of the largest independent UK advertising and
communications agencies.


Financial information


The following financial information, has been extracted without adjustment from
the Accountants' Report on the DLKW Group, and should be read in conjunction
with the full text of this document.


                                 Nine months ended        Year ended          Year ended        Year ended
                                 30 September 2004  31 December 2003    31 December 2002  31 December 2001
                                             £'000             £'000               £'000             £'000
Turnover                                    24,913            25,921              17,254            16,718
Gross Profit                                11,451            11,041               8,162             7,528
Profit on ordinary
activities before taxation                   2,109             1,077                 914             1,336


At 30 September 2004, DLKW had net assets of approximately £3.8 million.
Turnover has increased by 55 per cent. and gross profit by 47 per cent. in the
period from 2001 to 2003.


Principal terms of the DLKW Acquisition Agreement


The Company has today conditionally agreed to acquire the entire issued share
capital of Face Communications and 26 per cent. of the issued share capital of
DLKW Holdings for:


(a)       Initial Consideration of £18,972,000 payable to the Principal Vendors
and the Senior Managers on Completion, to be satisfied as to:

(i) £14,969,000 in cash; and

(ii) £4,003,000 by the issue of 2,697,439 Consideration Shares.

(b)       Deferred Consideration of up to £19.26 million payable to the Vendors
(in the proportions set out below) subject to the average annualised profit
before interest and tax of Face Communications from the date of Completion to 31
March 2008 reaching agreed levels, to be satisfied as to:


(i) 50 per cent. by the issue of Guaranteed Loan Notes 2009; and

(ii) 50 per cent. by the issue of either Unsecured Loan Notes 2009 or new
Ordinary Shares (or a mixture of both) at the Company's option.


The terms of the Acquisition have been structured to include an earn-out element
in order to align as far as possible the interests of the Principal Vendors, the
Senior Managers and the employees of the DLKW Group with those of the Enlarged
Group. On production of the audited accounts of Face Communications for the
period from 1 January 2005 to Completion, the Principal Vendors and Senior
Managers will pay to the Company a cash sum equal to the amount (if any) by
which Face Communications' net asset value at Completion is less than £3,200,000
and a cash sum equal to the amount (if any) by which Face Communications' cash
at bank at Completion is less than £700,000.


Interim Consideration of up to £5,750,000 will be paid to the Vendors on account
of the Deferred Consideration following completion of the audit of Face
Communications for the year ending 31 March 2006. The Interim Consideration will
be paid subject to the annualised profits before interest and tax of Face
Communications for the period from 1 January 2005 to 31 March 2006 exceeding
those for the year ended 31 December 2004. It will be based on a multiple of the
amount by which the profits before interest and tax of Face Communications for
the year ended 31 December 2004 exceed £2,000,000. The Interim Consideration
will be satisfied as to 50 per cent. by the Issue of Series A Guaranteed Loan
Notes 2007 and as to 50 per cent. by the issue of either new Ordinary Shares or
Series B Guaranteed Loan Notes 2007 (or a mixture of both) at the Company's
option.


The Deferred Consideration will be divided between the Vendors as follows:


(a)   if the Deferred Consideration is less than or equal to £13,250,000, 87.5
per cent. between the Principal Vendors and the Senior Managers and 12.5 per
cent. (less 1.42 per cent. representing Employer's national insurance
contributions) will be payable to the trustees of the Face Communications
Employee Benefit Trust for the benefit of the employees of the DLKW Group; and

(b)   if the Deferred Consideration is greater than £13,250,000, £11,593,750 and
a sum equal to 80 per cent. of the amount by which the Deferred Consideration
exceeds £13,250,000 between the Principal Vendors and the Senior Managers and
£1,656,250and a sum equal to 20 per cent. (less 2.27 per cent. representing
Employer's national insurance contributions) of the amount by which the Deferred
Consideration exceeds £13,250,000 will be payable to the trustees of the Face
Communications Employee Benefit Trust for the benefit of the employees of the
DLKW Group.


If any Deferred Consideration becomes payable it will be paid following
completion of the audit of the DLKW Group for the year ending 31 March 2008.
Under the terms of the Acquisition Agreement the Company shall not issue any new
Ordinary Shares to the Vendors as Deferred Consideration if the issue of such
Ordinary Shares would lead to any or all of the Vendors becoming controlling
shareholders within the meaning of paragraph 3.13 of the Listing Rules or would
require any or all of the Vendors to make a mandatory offer for the issued
shares of the Company pursuant to Rule 9 of the City Code on Takeovers and
Mergers. Save in exceptional circumstances as set out in the Circular issued to
Shareholders today:

(a)   the Principal Vendors and the Senior Managers are not permitted to sell
any of (i) the Consideration Shares issued to them; or (ii) any Ordinary Shares
issued to them as part of the Interim Consideration or the Deferred
Consideration for a period of twelve months starting on the date of allotment of
such Consideration Shares or Ordinary Shares issued as part of the Interim
Consideration or the Deferred Consideration; and

(b)   the Principal Vendors and the Senior Managers are not permitted to sell
(i) more than 25 per cent. of the Consideration Shares issued to them, or (ii)
more than 33 per cent. of any Ordinary Shares issued to them as part of the
Interim Consideration or the Deferred Consideration, in any successive twelve
month period after the first anniversary of the date of allotment.


Completion of the Acquisition Agreement is conditional on the Vendors obtaining
certain tax clearances, the passing of the Resolutions, the Credit Agreement and
the Placing Agreement becoming unconditional in certain respects and Admission.
Further details of the Acquisition Agreement and the terms on which the Initial
Consideration, the Deferred Consideration (if any) and the Interim Consideration
(if any) are to be paid are set out in the Circular issued to Shareholders
today.


Information on Creston


Since January 2001, the Board's strategy has been to build an international
marketing services group. Following the acquisitions of MSL, TRA, EMO, NBC and
CML Research, Creston has the ability to offer its clients a range of marketing
and communications services through these subsidiaries as outlined below.


Creston

Creston's head office is located in Haymarket, London and the Company acts as a
holding company for its main operating subsidiaries. The Group currently has 243
full time and 16 part time employees.


Group operating companies


Marketing Sciences Limited

MSL is an international market research consultancy. It was founded in 1977 with
premises in Winchester and currently has 41 full-time employees and 2 part-time
employees and engages a number of casual and interviewer field workers on an ad
hoc basis. Since 1983, MSL has established itself as a full market research
consultancy offering a wide range of qualitative and quantitative services. MSL
has a large interviewer field force and extensive on-line interviewing
facilities which enable it to provide its clients with a wide ranging and
tailor-made service.


MSL has over 30 major blue chip clients operating across a range of businesses
and product sectors including the fast moving consumer goods, financial, retail,
social and business-to-business markets.  Clients include Coca-Cola, Unilever,
Kimberly Clark, Tesco, Danone and Nationwide.


MSL is also a founding member of The Research Alliance, a worldwide network of
20 independent market research companies. As a significant proportion of MSL's
business involves international companies, The Research Alliance network enables
it to conduct market research using its branded services in most of the major
markets of the world.


Packmaster        International quantitative pack testing

Pricemaster       Pricing research techniques

Brandmaster       Price-branding relationship suite

Spacemaster       Advanced fixtures/layout modelling for sales effectiveness

CADI              Interactive design solution development

Promomaster       Below-the-line activity effectiveness evaluation

Strategist        Study of market decision-making techniques

Countdown         Early stage product volume estimation


In addition to MSL, the Company has a specialist indirect subsidiary, Mobile
Sensory Testing Services Limited ("MSTS"), which offers its clients a wide
ranging product development research service combining sensory profiling and
consumer testing. MSTS has developed expertise in the areas of sensory analysis
and profiling of products, with a particular emphasis on the food and drink
sector.


MSTS provides consultancy to large multi-national companies based both in the UK
and abroad including Burger King, Heinz, Danone, and Bacardi. MSTS has
established over a number of years a panel of over 100 experts, picked on the
basis of their sensory abilities.


Sophisticated analytical tools and mapping techniques are utilised to add value
to the panel data.  MSTS currently has 11 full-time employees.


The Real Adventure Marketing Communications Limited

TRA is a marketing communications company founded in 1991 by Ben Cook, Chairman
and Strategy Director.


It is based in Bath and employs 60 full time and 2 part time employees.


The focus of the agency is on customer relationship management ("CRM") and
direct marketing including all strategic planning, creative and brand
development and implementation of IT system design and build. TRA also
undertakes all media advertising, including press, print and TV advertising on
behalf of some of its clients.


The agency has a predominantly blue chip national client base across a wide
range of markets including fast moving consumer goods, financial services, sport
and leisure, pharmaceuticals and the motor industry. Being a planning-led
agency, TRA is structured so that along with the creative side of the business
there is also a strong data-analysis function. This allows the agency not only
to offer clients a high level of strategic marketing consultancy and creative
development, but also to offer market and consumer analysis through to
advertising campaign support, websites and campaign evaluation systems. Clients
include Lloyds TSB, Cow & Gate, Pfizer and Tropicana.


EMO Group Limited

EMO is a marketing communications company specialising in channel marketing. It
was originally founded in 1986 as an advertising and design company based in
Swindon. The EMO group of companies includes three companies, Emery McLaven Orr
Limited ("EMOL"), John Bowler Associates Limited trading as CTC and Sky Rock
Communications Limited ("Sky Rock"). CTC and Sky Rock are based in shared
premises in Bristol. Clients of the EMO group of companies include BMW(GB),
MINI, George Wimpey, Andreas Stihl, Bang & Olufson and Honda.


The focus of EMO's business is channel marketing and marketing communications.
CTC is a brand positioning advertising agency. Sky Rock is a new media, creative
and technical consultancy working in the area of electronic customer
communication. EMO can provide its clients with a full advertising agency
service from creative development to campaign implementation and management,
including press, print, radio and TV advertising campaigns.


There are a total of 72 employees across the four companies, with 39 full time
and 8 part time employees being based in Swindon and a further 25 employed
between CTC and Sky Rock in Bristol.

Nelson Bostock Communications Limited

NBC is a public relations agency, founded by Martin Bostock and Roger Nelson in
1987. The agency, based in Bayswater, London, employs 50 people on a full time
basis and 3 part time employees. It provides a broad range of public relations
and marketing communications consultancy and services, including:


•         media relations: generating news coverage, features profiles and
commentaries;

•         influencer relations: working with industry analysts, industry bodies
and Government;

•         direct communication with industry targets: organising seminars,
briefings, exhibitions and conference opportunities;

•         marketing communications: delivering a range of corporate, industry
and consumer communications materials; and

•         analysis and reporting: analysing results of campaigns both
quantitatively and qualitatively to demonstrate to clients the return on
investment achieved for their public relations spend.


NBC has a growing network of affiliate agencies, and wide experience of creating
and managing public relations campaigns across all key European markets and
beyond. It handles consumer, business-to-business and corporate briefs for
clients in sectors including, but not exclusively consumer and business to
business public relations.


CML Research Limited

CML Research is a qualitative market research company, which was founded in
1988. CML Research has a core expertise in product, brand and communications
development and undertakes qualitative research for a number of large blue chip
clients. CML Research's clients include Vodafone, Audi, Clarks, Thomas Cook, and
COI.


CML Research is based in London and employs 12 full time employees and one
part-time employee.


Current Trading and Future Prospects


In the six months to 30 September 2004, Creston delivered strong growth in
turnover, gross profit and profit before taxation, with turnover increasing by
24 per cent. and profit before taxation increasing by 95 per cent. compared to
the prior year period. In addition the Group's operating profit to gross profit
margin increased to 21 per cent.


The Group has continued to make good progress in the second half of the Group's
financial year to 31 March 2005 and the Group's trading in the period to 31
December 2004 has been ahead of the comparable prior period. The Group's main
operating subsidiaries continue to demonstrate resilient trading performances
and combined with the increasing level of synergies and cross selling
opportunities within the Group, the Board anticipates further organic growth.


The financial results for the DLKW Group for the nine months to 30 September
2004 were ahead of the comparable prior period. The DLKW Group's turnover for
the nine month period ended 30 September 2004 was £24.9 million and profit on
ordinary activities before taxation increased to £2.1 million.


The DLKW Group has experienced an increase in new business wins in the period to
30 September 2004 and this trend has continued since this period end with recent
new business wins including Intelligent Finance. Since 30 September 2004, the
DLKW Group has been trading in line with management's expectations and ahead of
the comparable prior year period.


The Board recognises that the acquisition of the DLKW Group represents a step
change to the size of the Group, and as such, it will expand its infrastructure
accordingly in terms of IT systems, Human Resource Management and the Group is
anticipating appointing a dedicated group wide new business and synergy
director. The Directors believe that the acquisition of the DLKW Group will
enable the Group to have the credibility and credentials to pitch for and
provide full service Marketing Communications business and as a result, that the
Enlarged Group will benefit in the future from increased operating and synergy
opportunities. The Board is confident of the financial and trading prospects of
the Enlarged Group for at least the current financial year.


Financial information


The following financial information on Creston, which has been extracted without
adjustment from the Circular issued to Shareholders today.


                                            Six months Ended     Year ended     Year ended     Year ended
                                           30 September 2004  31 March 2004  31 March 2003  31 March 2002
                                                        
                                                       £'000          £'000          £'000          £'000
Turnover                                              16,021         29,453         18,636          9,810
Gross Profit                                           7,010         11,127          6,714          3,434
Profit on ordinary activities before taxation          1,460          2,088            912            207


At 30 September 2004 Creston had net assets of £31.0 million.


Details of the Placing and Open Offer


The Company is proposing to raise approximately £9.5 million (net of expenses)
by the issue of 7,048,164 new Ordinary Shares at 145 pence each by way of the
Placing and Open Offer. The net proceeds of the Placing and Open Offer and £5.5
million of existing cash resources and new bank facilities will be used to fund
the Initial Consideration for the Acquisition.


The fundraising has been structured by way of the Placing and Open Offer in
order to strengthen the Group's shareholder base by allowing, subject to
Shareholder approval, new institutional shareholders to subscribe for new
Ordinary Shares on a firm basis through the Placing, whilst at the same time
providing existing Shareholders with the opportunity to participate in the
fundraising through the Open Offer.


The disapplication of statutory pre-emption rights which Shareholders will be
asked to approve at the EGM will enable the Directors to issue and allot the
Placing and the Open Offer Shares otherwise than in connection with a pro rata
issue of new Ordinary Shares to Shareholders. The Firm Placed Shares represent
14.0 per cent. of the Enlarged Issued Share Capital.


Under the terms of the Placing Agreement, Charles Stanley as agent for the
Company has placed with institutional and other investors the Placing Shares and
Open Offer Shares at the Issue Price, of which 1,648,654 of the Open Offer
Shares are conditionally placed, being subject to clawback by Qualifying
Shareholders in order to meet valid acceptances pursuant to the terms of the
Open Offer.


The Company has received irrevocable commitments from certain Directors to take
up all or part of their pro rata entitlements under the Open Offer in respect of
510,012 Open Offer Shares. In addition the Company has received irrevocable
undertakings from certain Directors and other Shareholders not to subscribe for
all or part of their pro rata entitlements under the Open Offer in respect of
989,498 Open Offer Shares and those shares have been placed firm with
institutional and other investors.


Charles Stanley, acting as agent for the Company, is inviting Qualifying
Shareholders to apply to subscribe for Open Offer Shares at the Issue Price of
145 pence per share, free of all expenses, payable in full on application, on
the following basis:


1 New Ordinary Share for every 8 existing Ordinary Shares registered in their
name at the close of business on the Record Date and so in proportion for any
greater or lesser number of existing Ordinary Shares then held. The number of
New Ordinary Shares for which Qualifying Shareholders are entitled to apply is
set out on the Application Form. Qualifying Shareholders may apply for more or
less than their entitlement of New Ordinary Shares if they so wish.


Qualifying Shareholders may apply for as many New Ordinary Shares as they wish,
up to a maximum of twice their pro rata entitlement.  Any New Ordinary Shares
applied for in excess of their pro rata entitlement will be satisfied, only to
the extent that corresponding applications by other Qualifying Shareholders are
made for less than their entitlements and excess applications may therefore be
scaled down in such a manner as the Company and Charles Stanley may determine.
Valid applications up to Qualifying Shareholders' pro rata entitlements will be
satisfied in full.


Entitlements of Qualifying Shareholders will be rounded down to the nearest
whole number of New Ordinary Shares. Any resulting fractional entitlements of
Qualifying Shareholders arising under the Open Offer will not be allocated
pursuant to the Open Offer but will be aggregated and sold by Charles Stanley
pursuant to the Placing Agreement for the benefit of the Company.


Holdings of Ordinary Shares in certificated and uncertificated form will be
treated as separate holdings for the purpose of calculating entitlements under
the Open Offer.


The New Ordinary Shares issued pursuant to the Placing and Open Offer, when
issued, will be fully paid and will rank pari passu in all respects with the
existing Ordinary Shares, including the right to receive all dividends and other
distributions declared made or paid on or after, or by reference to a record
date on or after, the date of their issue and will be free from all liens and
encumbrances.


Application has been made to the UK Listing Authority for the Open Offer Shares
and the Placing Shares to be admitted to the Official List of the UK Listing
Authority and for the Open Offer Shares and the Placing Shares to be admitted to
trading on the London Stock Exchange's market for listed securities. The Open
Offer Shares and the Placing Shares are not being made available in whole or in
part to the public except under the terms of the Open Offer.


The Placing and Open Offer is conditional on the Placing Agreement becoming or
being declared unconditional in all respects by not later than 8.00 a.m. on 9
March 2005 (or such later time and date as Charles Stanley and the Company may
agree, being no later than 8.00 a.m. on 23 March 2005) and not being terminated
in accordance with its terms, conditions and provisions. The Placing Agreement
is conditional, inter alia, upon:


(a) the passing of the Resolutions at the EGM or at any adjournment thereof;

(b) the Acquisition Agreement having become unconditional in all respects (save
in respect of Admission); and finally

(c)  Admission having occurred by 8.00 a.m. on 9 March 2005 (or such later time
and/or date as may be agreed by the Company and Charles Stanley, not being later
than 8.00 a.m. on 23 March 2005).


Under the terms of the Placing Agreement, Charles Stanley has the right to
terminate its obligations under the Placing Agreement in the event of, inter
alia, any of the warranties contained therein not being true in any material
respect or a breach by the Company in any material respect of the Placing
Agreement. If the conditions of the Placing Agreement are not fulfilled on or
before the relevant date in the Placing Agreement, application monies will be
returned to applicants without interest as soon as possible thereafter. The
Placing and Open Offer have not been underwritten.


Extraordinary General Meeting


An Extraordinary General Meeting of the Company will held at 11.00 a.m. on 4
March 2005, at which Shareholders will be asked to consider the Resolutions
necessary to approve and implement the Proposals.


Timetable


Record Date for the Open Offer                                         Close of business on 7 February 2005

Latest time and date for splitting of Application Forms
(to satisfy bona fide market claims only)                                     3.00 p.m. on 28 February 2005

Latest time and date for receipt of Application Forms and
payment in full under the Open Offer                                              3.00 p.m. on 2 March 2005

Latest time and date for receipt of Forms of Proxy for use
at the EGM                                                                          11.00 a.m. 2 March 2005

Extraordinary General Meeting                                                    11.00 a.m. on 4 March 2005

Expected date of Completion and commencement of dealings
in the New Ordinary Shares                                                        8.00 a.m. on 9 March 2005

CREST member accounts expected to be credited                                                  9 March 2005

Expected date for dispatch by post of definitive share
certificates for New Ordinary Shares                                                          16 March 2005


Enquiries


Creston Plc                                      020 7930 9757
Don Elgie, Chief Executive
Barrie Brien, CFO and COO

Charles Stanley & Co. Limited                    020 7953 2000
Mark Taylor

Delaney Lund Knox Warren & Partners Limited      020 783 63474
Greg Delaney / Mark Lund

Redleaf Communications                           020 7955 1410
Emma Kane                                         07876 338339


For the purposes of this press release Charles Stanley, which is authorised in
the United Kingdom under the Financial Services and Markets Act 2000, is acting
as sponsor and stockbroker to the Company in relation to the Placing and Open
Offer, and is not acting for any other person and will not regard any other
person (whether or not a recipient of this press release) as its customer in
relation to the Placing and Open Offer and will not be responsible for providing
the protections afforded to customers of Charles Stanley to any other person or
for providing advice to any other person in relation to the Placing and Open
Offer.  If you require advice in relation to this press release you should
contact your stockbroker, bank manager, solicitor, accountant or other
independent financial adviser authorised under the Financial Services and
Markets Act 2000.


This press release does not constitute, or form part of the Placing and Open
Offer or any invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for, any shares in the Company nor shall this press
release or any part of it, or the fact of its distribution, form the basis of,
or be relied on, in connection with or act as any inducement to enter into any
contract or commitment whatsoever with respect to the Placing and Open Offer or
otherwise.


The distribution of the press release in certain jurisdictions may be restricted
by law and therefore persons into whose possession this press release comes
should inform themselves about and observe any such restrictions.  Any such
distribution could result in a violation of the law of such jurisdictions.
Neither this press release nor any copy of it may be taken or transmitted or
distributed (directly or indirectly) in or into the United States, Australia,
Canada, Japan, the Republic of Ireland or South Africa or to any national,
citizen or resident thereof or any corporation, partnership or other entity
created or organised under the laws thereof. The New Ordinary Shares in the
Company have not been and will not be registered under the United States
Securities Act 1933, as amended ("U.S. Securities Act") or under the applicable
laws of Australia, Canada, Japan, the Republic of Ireland or South Africa and,
subject to certain exemptions, may not be offered for sale or subscription, or
sold or subscribed directly or indirectly, within the United States, Australia,
Canada, Japan, the Republic of Ireland or South Africa to or by any national,
resident or citizen of such countries.


DEFINITIONS


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


"Acquisition"                    the proposed acquisition of the entire issued share capital of Face
                                 Communications and the 26 per cent. of the share capital of DLKW Holdings
                                 not already owned by Face Communications, by the Company;

"Acquisition Agreement"          the conditional sale and purchase agreement dated 8 February 2005 relating
                                 to the Acquisition;

"the Act"                        the Companies Act 1985, as amended;

"Admission"                      admission of the New Ordinary Shares to the Official List and to trading
                                 on the London Stock Exchange's market for listed securities becoming
                                 effective in accordance with the Listing Rules of the UK Listing Authority
                                 and the admission and disclosure standards published by the London Stock
                                 Exchange;

"Application Form"               the application form on which Qualifying Shareholders may apply for Open
                                 Offer Shares under the Open Offer;

"Articles"                       the articles of association of the Company;

"Bank"                           Barclays Bank plc;

"BJK&E Holdings"                 BJK&E Holdings Limited;

"BJK&E"                          BJK&E Media Limited;

"Board"                          the board of directors of the Company;

"Broker" or "Charles Stanley"    Charles Stanley & Co. Limited, which is regulated by the Financial
                                 Services Authority;

"Capita Registrars"              a trading division of Capita IRG Plc;

"Circular"                       the circular issued to Shareholders dated 9 February 2005, which
                                 comprises a prospectus relating to Creston and is prepared in compliance
                                 with the Listing Rules;

"CML Research"                   CML Research Limited;

"Combined Code"                  The Combined Code on Corporate Governance appended to the Listing Rules;

"Company" or "Creston"           Creston plc;

"Completion"                     completion of the Acquisition in accordance with the terms of the
                                 Acquisition Agreement;

"Consideration Shares"           the 2,697,439 new Ordinary Shares to be issued at 148.4 pence per Ordinary
                                 Share in part payment of the Initial Consideration;

"Credit Agreement"               the credit agreement dated 8 February 2005 between the Company and the
                                 Bank;

"CREST"                          the computerised settlement system to facilitate the transfer of title of
                                 shares in uncertificated form, operated by CRESTCo;

"CRESTCo"                        CrestCo Limited, the operator (as defined in the Uncertificated Securities
                                 Regulations 2001) of CREST;

"DLKW & Partners"                Delaney Lund Knox Warren & Partners Limited;

"DLKW Group" or "DLKW"           together Face Communications, DLKW Holdings, DLKW & Partners, DLKW
                                 Dialogue, The Composing Room and either BJK&E Holdings or (where the
                                 context requires) the minority interest in BJK&E Holdings held by Face
                                 Communications;

"DLKW Holdings"                  DLKW Holdings Limited;

"Deferred Consideration"         the deferred consideration payable pursuant to the Acquisition Agreement;

"Dialogue DLKW"                  Dialogue DLKW Limited (formerly DLKW Dialogue Limited);

"Directors"                      the directors of the Company;

"EGM" or "Extraordinary          The Extraordinary General Meeting of the Company to be held at 11.00 am on
                                 4 March 2005 or any adjournment thereof, notice of which is set out in the
General Meeting"                 Circular issued to Shareholders today;

"EMO"                            EMO Group Limited;

"Enlarged Group"                 the Group as enlarged by the Acquisition;

"Enlarged Issued Share Capital"  the issued share capital of the Company immediately following completion
                                 of the Proposals;

"Firm Placed Shares"             the Placing Shares and 510,012 new Ordinary Shares which certain of the
                                 Directors and other Shareholders have irrevocably undertaken not to take
                                 up under the Open Offer and which have been placed firm by Charles
                                 Stanley;

"Face Communications"            Face Communications Limited;

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

"FSA"                            the Financial Services Authority;

"FSMA"                           the Financial Services and Markets Act 2000, as amended from time to time;

"Group"                          Creston and its subsidiaries as at the date of this document;

"Series A Guaranteed Loan Notes  The guaranteed loan notes which may be issued in part payment of the
2007, Series B Guaranteed Loan   Deferred Consideration;
Notes 2007 and Guaranteed Loan 
Notes 2009"

"Initial Consideration"          the initial consideration to be paid to the Principal Vendors and the
                                 Senior Managers pursuant to the Acquisition Agreement;

"Interim Consideration"          the interim consideration payable on account of the Deferred Consideration
                                 pursuant to the Acquisition Agreement;

"Issue Price"                    145 pence per New Ordinary Share;

"London Stock Exchange"          the London Stock Exchange plc;

"Listing Rules"                  the listing rules provided for by section 74 of The Financial Services and
                                 Markets Act 2000;

"Marketing Sciences" or "MSL"    Marketing Sciences Limited;

"NBC"                            Nelson Bostock Communications Limited;

"New Ordinary Shares"            9,645,603 new Ordinary Shares proposed to be issued and allotted pursuant
                                 to the Acquisition, the Placing and the Open Offer;

"Official List"                  the Official List of the UK Listing Authority;

"Open Offer"                     the conditional invitation by Charles Stanley acting as agent and on
                                 behalf of the Company to Qualifying Shareholders to apply for the Open
                                 Offer Shares;

"Open Offer Shares"              the 3,148,164 new Ordinary Shares offered for subscription at the Issue
                                 Price pursuant to the Open Offer;

"Ordinary Shares"                ordinary shares of 10 pence each in the capital of the Company;

"Overseas Shareholders"          Shareholders with registered addresses outside the UK or who are citizens
                                 or residents of countries other than the UK;

"Placing"                        the placing of the Placing Shares and the Open Offer Shares by Charles
                                 Stanley on behalf of the Company at the Issue Price pursuant to the
                                 Placing Agreement;

"Placing Agreement"              the conditional agreement dated 9 February 2005 between the Company and
                                 the Broker relating to the Placing and Open Offer;

"Placing Shares"                 the 3,900,000 new Ordinary Shares which are proposed to be issued by the
                                 Company pursuant to the Placing;

"Principal Vendors"              together Greg Delaney, Mark Lund, Tom Knox, Richard Warren, Gary Betts,
                                 Malcolm Green and Matthew Griffiths;

"Proposals"                      the Acquisition, the Placing, the Open Offer and the disapplication of
                                 pre-emption rights to allot securities;

"Qualifying Shareholders"        holders of existing Ordinary Shares on the register of members of the
                                 Company at the close of business on the Record Date (and others with bona
                                 fide market claims) other than certain Overseas Shareholders;

"Record Date"                    the record date for the Open Offer, being the close of business on 7
                                 February 2005;

"Registrars"                     Capita Registrars;

"Regulations"                    the Public Offers of Securities Regulations 1995, as amended;

"Resolutions"                    the resolutions set out in the notice of Extraordinary General Meeting in
                                 the Circular issued to Shareholders today;

"Senior Managers"                together Simon Andrews, Tara Howell, James Pool, Andy Ravan, Charlie Snow,
                                 Richard J. Warren, Mel Bagg, David Adamson, Richard Prentice, Ronnie
                                 Brown, Jon Elsom, Ken Sara, Tony Dell, Sam O'Grady, Kimberley
                                 Eyre-Varnier, Carmen Dixon, Tristyn Knight, Noreen Lovelock, Richard Allanson, 
                                 Sandya Piyasena, Janet Gray, Sally Macguire, Gavin Whatrup, Martin Ansell, 
                                 Natasha Tinklin and Robert Berezowski;

"Shareholders"                   holders of issued Ordinary Shares on the date hereof;

"Share Option Schemes"           the Creston unapproved share option scheme, the Creston Sharesave Scheme
                                 and the Creston EMI Share Option Scheme ;

"The Composing Room"             The Composing Room Limited;

"The Real Adventure" or "TRA"    The Real Adventure Marketing Communications Limited;

"UK Listing Authority" or "UKLA" the FSA acting in its capacity as the competent authority for the purposes
                                 of Part VI of the Financial Services and Markets Act 2000;

"Unsecured Loan                  The loan notes which may be issued in part payment of the Deferred
Notes 2009"                      Consideration;

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

"VAT"                            value added tax of the United Kingdom;

"Vendors"                        together the Principal Vendors, the Senior Managers and the trustees of
                                 the Face Communications Employee Benefit Trust being Mark Lund and Matthew
                                 Griffiths;

"Warrants"                       the warrants to subscribe for 1,908,869 Ordinary Shares pursuant to a deed
                                 poll dated 3 January 2001.




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