Cell Internet Commerce Development Acquired

NewMedia SPARK PLC
6 March 2000

                              
                              
         NewMedia SPARK plc ('SPARK') announces the
      £85 million acquisition of Cell Internet Commerce
 Development AB ('Cell ICD') and a Placing of 38,416,600 new
                  Ordinary Shares in SPARK
             to raise approximately £50 million


                       KEY HIGHLIGHTS

Acquisition of Cell ICD
-    Scandinavias premier Internet and Technology Incubator
-    Consideration of £84.7 million : through cash & shares
-    8 incubatee companies in the Cell ICD

Reasons for Acquisition
-    Combined company = opportunities to build premier
     European Internet and technology investment and
     incubation company

£50 million raising via  38,416,600 New Ordinary Shares
-    monies raised to fund
     - cash payable to Vendors
     - continued investment activity of enlarged Group
-    Peel Hunt brokers to the issue

Commenting on the announcement, Michael Whitaker, CEO of
SPARK said:

'The acquisition of Cell ICD represents a major step towards
our goal of building Europe's pre-eminent Internet
investment company. We believe that the enlarged Group
will have the strongest Internet investment management team
of any company in Europe. The enlarged Group will also own a
portfolio of some 26 Internet investments, of which six will
be majority owned subsidiaries, and we believe that the
value of this portfolio is potentially very substantial.'

For further information, please contact:

Tom Teichman
Michael Whitaker
Jakob Kinde
NewMedia SPARK plc                           [phone]

Lisa Baderoon / Tim Anderson
Buchanan Communications                      [phone]

Per Lundberg                              [phone]
Pdr-Jvrgan Pdrson
Cell ICD                                   [phone]

The  Board  of  SPARK  announces that it  has  entered  into
agreements  to acquire the entire issued and  to  be  issued
share  capital of Cell ICD, Scandinavias premier e-commerce
and  Internet  Incubator, for an aggregate consideration  of
£84.7 million to be met by the issue of up to 42,291,490 new
Ordinary  Shares to the Vendors and up to £29.6  million  in
cash.

In addition the Board announces that it has raised a further
£50  million via a placing of 38,461,600 new Ordinary Shares
by  Peel  Hunt  plc with institutional and other  investors.
The  proceeds of the placing will be used to fund  the  cash
payable  under  the  agreements and to  fund  the  continued
investment activity of the enlarged group.

Application  has been made for the admission  of  55,194,867
new  Ordinary  Shares  in  SPARK  to  trade  on  AIM.   This
represents the initial consideration shares payable  to  the
Vendors  and  the  shares issued pursuant  to  the  placing.
Trading  in the new Ordinary Schemes is expected to commence
on Thursday 9th March 2000.

In   addition   to   Cell  ICD's  personnel,  organisational
infrastructure  and  goodwill SPARK has also  acquired  Cell
ICDs  portfolio of eight incubatee companies, six of  which
are  majority owned. The value of the net assets  which  are
the  subject of the transaction is shown in Cell ICD's books
at  cost of £3.73 million. SPARK believes that the value  of
the  acquired portfolio is very substantially in  excess  of
this, and this figure reflects the balance sheet position of
the  incubatee  companies rather than their  current  market
value.

Cell  ICD was set up in early 1997 as a joint venture  by  a
group  of  entrepreneurs  including  Christer  Sturmark  and
Joakim   Borgsved,  the  leading  Stockholm  based  Internet
Investment partnership Ledstiernan Partners, represented  by
Jan Carlzon, and IT-Provider represented by Johan Hernmarck.
Cell  ICD  has two operating subsidiaries, Cell Ventures  AB
('Cell Ventures') and eTV, further details of which are  set
out below.

Cell Ventures pioneered the e-commerce incubation concept in
Scandinavia  when  the  idea  was  initiated  in  1996   and
implemented  in  early 1997. Since then, Cell  Ventures  has
built  a  track-record of successful investments in Europes
most  advanced e-commerce market together with a substantial
current  portfolio  which makes it a unique  player  on  the
European market.  Cell Ventures rapidly built up a portfolio
of  e-commerce  start-ups during 1997 and  1998.  In  August
1999, GE Capital Equity became a minority shareholder.

To  date the Cell Group has completed 4 exits including  the
sale  of  Cell Network to the listed company Linni Group  in
August  1999. The other ventures that have been  sold  as  a
whole   or  in  parts  are  the  auction  site  Bid2day.com,
Everyshop  and  AdressDirekt.   Further  details  of  Cells
current portfolio are set out below.

Cell Ventures is an 83% owned subsidiary of Cell ICD.  SPARK
intends  to extend an offer to the minority shareholders  of
Cell  Ventures to purchase the remaining 17% of  the  issued
share  capital  of Cell Ventures on substantially  the  same
terms as the agreement with the shareholders of Cell ICD.

Reasons and rationale for the Acquisition

The  Board  believes  that the acquisition  has  significant
advantages  to both parties, and believes that the  combined
company has the opportunity to build Europe's premier quoted
Internet and technology investment and incubation company.

The  Boards of both companies share the view that  the  next
few  years will be a period of enormous opportunity for  new
business  formation  and  wealth creation  in  the  European
Internet and digital media markets. Key drivers of this will
be:

- The  progressive achievement of critical mass Internet
  penetration throughout Europe, and its spread from PCs into
  broader mass market appliances such as mobile phones, PDA's
  and TV.
- Rapid   improvements   in  broadband   and   wireless
  infrastructures.
- Profound   changes   in   the   underlying   software
  architecture of the web enabling much richer functionality.
- Associated  with  the  above,  rapid  improvements  in
  Internet enabling software such as intelligent agents  and
  voice/visual interface agents
- Very  substantial capital flows seeking to  enter  the
  sector - Internet companies currently represent less than 3%
  of UK and Continental stock markets by value, compared with
  almost 50% on NASDAQ.
- The   progressive  dis-intermediation   of   off-line
  businesses, starting with businesses easily brought on-line
  such  as financial instrument information and transaction,
  information   provision   and   entertainment    delivery,
  progressively  moving  deeper  into  traditional  off-line
  business functions such as dis-intermediating key elements
  of the traditional manufacturing value chain.
- The  difficulties faced by many conventional  off-line
  businesses in reacting quickly enough to the opportunities
  in the New Economy due to legacy infrastructure and cultural
  problems.
- A   high   rate   of  new  business   formation   and
  entrepreneurial   activity  due   to   perceived   capital
  accumulation  opportunities, the breakdown of  traditional
  employment structures and a move towards a knowledge based
  (as opposed to a capital based) economy.

However  in  order to take advantage of these  opportunities
and  to  remain  a leading participant in this  arena  SPARK
needs  to  grow  and widen its resources at  a  rapid  pace.
Specifically, the Board believes that SPARK needs to:

- Maintain access to capital markets for funding  and  a
  strong institutional and private client shareholder base.
- Maintain high visibility in both the Internet industry
  and  the  wider financial markets. The market is  becoming
  highly competitive and SPARK must continue to attract  the
  best deals, access to capital on competitive terms, and the
  best professional staff and partners.
- Establish operations throughout continental Europe.
- Deepen contacts in the US, building on the current Cell
  Ventures Boston office.
- Further  strengthen SPARK's forward looking technology
  skills

Key strategic goals for the combined group include:

- The  establishment of local offices, for the  combined
  operation, in key European centres and in North America led
  by  Cell ICD personnel. These offices will be based around
  Cell  Ventures existing incubation model,  but  following
  their  establishment SPARK will assist in adding portfolio
  investment  and  corporate finance capabilities  to  those
  offices.
- The  establishment of a UK incubation business on  the
  Cell Ventures model, and extension of the Cell principles to
  some of the existing SPARK investments in the UK.

The  Board  firmly  believes that together  SPARK  and  Cell
Ventures  can  achieve the above goals more effectively  and
quickly  than  either could alone. The Board  also  believes
that   the   two  organisations  have  highly  complementary
cultures.

Board appointments and management of the enlarged group

Following  completion of the acquisition two representatives
of the former Cell ICD shareholders will be appointed as non-
executive directors to the Board of SPARK.

The   enlarged  group  will  also  institute  an   executive
Management Committee to direct day-to day operations of  the
group within broad guidelines set by the Board.

Membership  of  this committee will initially comprise:  Tom
Teichman  (Chairman),  Michael Whitaker  (Chief  Executive),
Andrew  Carruthers  (Chief  Operating  Officer),  Pdr-Jvrgen
Pdrson (Head of International Development), Joakim Borgsved,
Peter  Lindgren,  Richard Compton-Burnett, Jakob  Kinde  and
Joel Plasco.

The Current Cell ICD Portfolio

Dx3 - 60% owned

Dx3 is Europe's leading B2B platform for the aggregation and
delivery via digital streaming of music, video and games  to
consumer  facing e-tailers, portals and on-line communities.
Dx3  enables content owners (artists, record companies, game
manufacturers etc.) to distribute their content (i.e. music,
games,  video  etc) in a variety of digital formats  through
Dx3s network of affiliates (e-tailers, portals, communities
etc.).   The   Dx3  distribution  platform   offers   secure
transactions and manages royalty payments to rights  owners.
Dx3    is    technology   neutral   (using   the   technical
platform/solution  that  suits  its  partners  best),   i.e.
Microsoft  Windows Media Technology, Liquid Audio and  other
platforms.  In January 2000 Microsoft selected  Dx3  as  its
preferred European partner for this service.

An  agreement has been signed between Dx3 and Amplified.com,
the  largest digital music distributor, forming the  leading
global network of digital music distribution.

eTV - 96% owned

eTV  is  Scandinavias  first  licensed  digital  television
station  offering interactive services, and the second  such
interactive TV business in Europe to be licensed (the  first
being  Open in the UK).  It commenced broadcasting in  early
February  2000  and aims to offer viewers  an  exciting  and
broad  range  of  interactive services that  will  serve  as
content  compliments to traditional television stations  and
as  destination points for transactional services.  It  will
also ally with other traditional channels and offer them  an
interactive  platform  to develop transaction  revenue  from
their own programming.

The  business model is to attract viewers/users with a  menu
of  interactive services, generate revenue from  transaction
revenues,  sponsorship  income,  and  mini-pay  subscription
fees.  eTV will focus on key value added activities such  as
channel   branding,   content  aggregation,   and   database
management.

eTV aims to secure distribution on as many digital platforms
as  possible.   The  company will use  its  license  on  the
digital  terrestrial  platform in  Sweden  as  a  technology
showcase  and  base for expansion. Using this Swedish  base,
eTV  will  be offered to any operator in Europe and  the  US
that  is seeking interactive digital content and transaction
services.


Cart Provider Group (CPG) - 57% owned

CPG  is  a  provider of a range of solutions for  businesses
that  wish  to  engage in e-commerce.  The  ambition  is  to
continue  to build the product offering and to be a  leading
Application Service Provider enabling shared services for e-
commerce.   Currently,  the  group  consists  of   the   two
subsidiaries: GoCart and ePay.

GoCarts  offering is a modularised Internet store including
store   management  and  supplementary  services   such   as
integration   with   logistics,  payment   solutions,   etc.
Euroflorist  and  SvD  are  among  the  companys   clients.
Revenues  consist  of  an  installation  cost,  rent  and  a
commission on transactions in the Internet stores.

ePay  has  developed  a  platform which,  through  a  single
contract  and technical installation, give e-tailers  access
to  secure  payments, logistics services, customer  service,
loyalty   programmes  and  administration.  ePays   payment
solution  currently utilises the secure environment  of  the
customers own Internet bank and includes card payments  and
other services. Revenues are commission based.

Devphiles - 90% owned

Devphiles  is  an e-learning company focused  on  competence
development for web developers. The company's main  business
is  currently  in  education, both  classroom  and  computer
based,  being  the  leading portal  for  web  developers  in
Sweden.

Other services being developed within Devphiles are:

-    Devphiles Network is a community (www.devphiles.net)
     and its objective is to create the leading on-line meeting
     place for developers in Europe. The community will generate
     revenues from a variety of offers such as books, seminars,
     software and information.
-    Devphiles Conference. Devphiles Conference is working
together with its strategic partner Wrox Press in
Birmingham, England to arrange a variety of conference
events relevant to Devphiles' core audience.

Devphiles  plans  to  open offices in  the  UK,  France  and
Germany within the next 6 months.

Pricerunner.com - 41% owned

Pricerunner.com  is  Sweden's  leading  Comparison  Shopping
Site.   Pricerunner.com  provides  the  consumer  with   all
relevant  information before a purchase of  a  product.  The
information  consists  of  price  and  product  comparisons,
buying   guides,  discussion  forums,  product  tests   etc.
Information  from all relevant major retailers is  collected
both online and offline, which is crucial for the success of
such  a  service  in  Europe until e-commerce  becomes  more
widely established. Initially Pricerunner.com has focused on
capital  goods and information-rich products  such  as  home
electronics, home appliances, computers, telephony  products
and  books.  As Pricerunner evolves, new product  categories
will  be  added,  e.g.  sports  products,  food  &  beverage
baskets,  CDs and various kinds of services. In addition  to
the  conventional Internet, Pricerunner is already available
on  WAP  telephones.  Pricerunner.com is  now  preparing  an
extensive European expansion during the next 6 months.

Bid2Day - 38% owned

Bid2Day  is  Swedens leading on-line auction site.  Bid2Day
offers both new consumer products as well as a market  place
for  second  hand  products. Bid2Day is in  the  process  of
expanding  its  operations into the other Nordic  countries,
namely Denmark, Norway and Finland.

To  meet  growing demands in performance and  functionality,
Bid2Day  is currently in the process of moving to its  third
generation   of  software.  The  new  software  dramatically
increases  both functionality and the number of simultaneous
users that can be accommodated.

In  August  1999  Bid2Day  became  the  auction  partner  of
Telenordia, Sweden's third largest telecom company,  and  in
September  1999  Cell Ventures sold 51%  of  its  equity  in
Bid2Day   to   Scandinavia's  leading  ISP/Portal   company,
Scandinavia    Online.   Scandinavia   Online   subsequently
increased its ownership by a further 10%.

Paletten - 97% owned

Paletten  is  Sweden4s  largest Internet  Department  Store,
selling  a  wide range of articles. Currently, the  Paletten
site  offers approximately 3000 articles arranged in product
categories. The company plans very substantially to increase
the  range  of  products  offered,  arranged  according   to
interest groups. These interest groups will be supplied with
innovative  content delivered by vertical  community  sites,
providing  a  value  added  shopping  experience.   Paletten
currently  operates  in  Sweden but is  planning  a  rollout
across Northern Europe both in the current year and in 2001.
In  September  1999  Paletten  was  awarded  'Sweden's  Best
Internet Shopping Site' by IT-Affarer, and in December  1999
was  appointed as Altavista's shopping.se partner.  Paletten
has also created Sweden's largest affiliate program.

Steget - 64% owned

Steget  AB  is an Application Service Provider for start-ups
and   small  businesses.   The  companys  operations   have
previously  been  based on a successful CD-rom  product,  of
which  in  excess  of 70,000 copies have  been  distributed,
containing   information,  advice  and   tools   to   assist
entrepreneurs  in  setting up and running small  businesses.
The  content  and functionality in the CD-rom  will  be  the
foundation   for   an   interactive   web-service    whereby
entrepreneurs will be able to access the information,  tools
and   services   they  need  to  conduct  their   day-to-day
business.  Stegets customer base of start-ups constitute an
interesting  target group as they are generically  investing
and establishing new customer and supplier relationships.

The current SPARK portfolio

In  addition  to the above investment portfolio  that  SPARK
will  acquire  with  Cell ICD, SPARK  already  has  its  own
portfolio of minority investments in 18 Internet businesses.
SPARK's portfolio currently consists of:

                                        Holding   Business
Internet 'infrastructure' businesses

Digital Animations Group plc            13%       Virtual 
                                                  character 
                                                  animation
Linkguard.com                           17%       Linkage 
                                                  software/map
Purple Voice                            11%       Voice over IP 
                                                  software
Watchmyprice.com                        20%       Micro Browser
                                                  /data
                                                  consolidator

Wireless

Wireless Commerce Ltd                   15%       Wireless 
                                                  M-commerce 
                                                  platform
Dataroam                                19%       Wireless ASP


B2B

Exxactly.com (formerly Bridge4u)        28%       OffshoreIFA 
                                                  services
Mergermarket                            35%       Services to M&A
                                                  professionals
Skillvest                               5%        Training purchasing
                                                  platform
Synaptics                               9%        UK/ European IFA 
                                                  services
Travelstore                             3%        SMS travel platform

Content providers

Clipserver.com                          11%       News clipping content
Funplanet.com                           12%       Games content
Rainbow Network                          7%       Gay/Lesbian content

B2C Etailers

Crocus.co.uk                             9%        UK garden products
Firebox.co.uk                            27%       18-35 mens lifestyle 
                                                   products
Jetweb.se                                30%       Swedish youth air tickets

On-line gambling

2Bet                                     30%       Java based on-line 
                                                   gambling


In addition to the above one investment, easier!plc, has
been sold for a profit of £2.75m on an initial investment of
£0.5m.


Following  the  acquisition of Cell ICD, the enlarged  Group
will  continue aggressively to expand its portfolio of  both
investee  and  incubatee  companies.  The  Group  will  also
continue   to   devote   substantial   resources   both   to
accelerating the development of the businesses in  which  it
has  an  interest and to maximising their value, whether  by
flotation,  sale,  merger  or arranging  further  investment
rounds.

The  enlarged  Group  also  intends  to  place  considerable
emphasis on further extending and strengthening its  already
extensive working relationships with a wide network of other
venture  capital  firms, consultancy  Groups,  software  and
service providers and other Internet Industry companies. The
Board firmly believes that in a knowledge based economy  the
strength  and breadth of the Group's relationships in  these
areas will be a crucial determinant of success.


Commenting  on  the acquisition, Michael  Whitaker,  CEO  of
SPARK, said:
'The acquisition of Cell ICD represents a major step towards
our   goal   of   building  Europe's  pre-eminent   Internet
investment  company.  Cell's management  has  extensive  and
proven   Internet  business  incubation  skills,   and   the
company's  Stockholm  base gives it an exposure  to  leading
edge  internet  technologies and business  models  across  a
range   of   delivery  platforms  -  conventional  Internet,
wireless   and  interactive  TV.  We  believe  that   Cell's
incubation   skills  and  strong  position  in  Scandinavian
markets perfectly complement SPARK's strong position in  the
UK  Internet  marketplace and our portfolio  investment  and
corporate finance skills.
'We  believe that the enlarged Group will have the strongest
Internet  investment  management  team  of  any  company  in
Europe. The enlarged Group will also own a portfolio of some
26 Internet investments, of which six will be majority owned
subsidiaries,  and  we  believe  that  the  value  of   this
portfolio is potentially very substantial.
'We  look forward to working together with Cell's management
to  roll  out  our combined operations across  the  rest  of
Europe.   The   impact  of  new  technologies  is   creating
unprecedented   commercial   and  investment   opportunities
throughout  Europe, and our challenge is  to  build  a  pan-
European organization with the deep technological, financial
and  personnel resources required to play a leading role  in
these developments. '
Commenting  on  the acquisition, Per Lundberg,  Chairman  of
Cell ICD, said:
'Following a recent strategy review, we concluded that  Cell
ICD  should  establish  a partnership with  a  complementary
organization   which  could  give  the  business   increased
critical  mass, help accelerate the rollout of the Cell  ICD
business  into  the  rest of Europe, and give  the  business
greater access to European capital markets expertise.

'After a review of potential partners we are very pleased to
have been able to agree a merger with NewMedia SPARK. We are
impressed  by SPARK management's energy and vision,  and  by
the  depth  of their expertise both in the UK, the  Internet
and  wider  financial  markets. We are  convinced  that  the
combined  business will become a major force in the European
Internet market.'

Commenting on the acquisition, Pdr-Jvrgen Pdrson, CEO of
Cell Ventures, said:

'Cell  Ventures  has, over the past three years  gathered  a
unique   experience  in  partnering   with   the   best   e-
entrepreneurs with truly unique business concepts in the New
Economy.

'By  merging with SPARK, we will be able to more effectively
and more rapidly spread successful entrepreneurial start-ups
into  the international marketplace.  Moreover, the  planned
expansion of our incubation model to other key markets  than
our  existing  bases in Sweden, London and Boston,  will  be
implemented at an even higher pace thanks to the merger with
SPARK.'