Director/PDMR Shareholding

SMG PLC
02 March 2006

NOTIFICATION OF TRANSACTIONS OF DIRECTORS/PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY AND CONNECTED PERSONS

This form is intended for use by an issuer to make an RIS notification required
by DR 3.1.4R(1)

(1) An issuer making a notification in respect of a transaction relating to the
    shares or debentures of the issuer should complete boxes 1 to 16, 23 and 24.


(2) An issuer making a notification in respect of a derivative relating to the
    shares of the issuer should complete boxes 1 to 4, 6, 8, 13, 14, 16, 23
    and 24.

(3) An issuer making a notification in respect of options granted to a director/
    person discharging managerial responsibilities should complete boxes 1 to 3
    and 17 to 24.


(4) An issuer making a notification in respect of a financial instrument
    relating to the shares of the issuer (other than a debenture) should
    complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.


Please complete all relevant boxes in block capital letters.

1.  Name of the issuer

    SMG plc

2.  State whether the notification relates to

    (i)    a transaction notified in accordance with DR 3.1.4R(1)(a); or
    (ii)   DR 3.1.4(r)(1)(b) a disclosure made in accordance with section 324
           (as extended by section 328) of the Companies Act 1985; or
    (iii)  both (i) and (ii)

    (iii)  Relates to both (i) and (ii)

3.  Name of person discharging managerial responsibilities/director
    
    Donald Emslie    (Director)
    Andrew Flanagan  (Director)
    George Watt      (Director)
    Fru Hazlitt      (Person Discharging Managerial Responsibilities)
    Peter McGrath    (Person Discharging Managerial Responsibilities)
    Naren Patel      (Person Discharging Managerial Responsibilities)
    Callum Spreng    (Person Discharging Managerial Responsibilities)

4.  State whether notification relates to a person connected with a person
    discharging managerial responsibilities/director named in 3 and identify
    the connected person

    N/A

5.  Indicate whether the notification is in respect of a holding of the person
    referred to in 3 or 4 above or in respect of a non-beneficial interest

    Notification is respect of holdings of the persons referred to in 3 above

6.  Description of shares (including class), debentures or derivatives or
    financial instruments relating to shares

    Ordinary shares of 2.5 pence each

7.  Name of registered shareholder(s) and, if more than one, the number of
    shares held by each of them

    Donald Emslie        1,381,604 (includes options and connected
                                    person interests)
    
    Andrew Flanagan      2,772,229 (includes options and connected
                                    person interests)
    
    George Watt          1,096,163 (includes options and connected
                                    person interests)
    
    Fru Hazlitt              1,393
    Peter McGrath           17,378
    Naren Patel             16,407
    Callum Spreng            3,050

8.  State the nature of the transaction

    Acquisition by SMG SIP Trustees Limited, the Trustee of the SMGplc Buy! &
    Match! Plan (SIP) of Partnership Shares and allotment by SMG plc of
    Matching Shares.

    In addition, on 27 February 2006 the following share options lapsed due
    to performance conditions not being met:-

    Director                      No of Share Options   Option Price

    Andrew Flanagan                      333,333            £2.40
    Donald Emslie                        121,875            £2.40

9.  Number of shares, debentures or financial instruments relating to the
    shares acquired
                                       Partnership        Matching
                                          Shares           Shares
    
    Donald Emslie                          146               146
    Andrew Flanagan                        146               146
    George Watt                            146               146
    Fru Hazlitt                            147               147
    Peter McGrath                          146               146
    Naren Patel                            146               146
    Callum Spreng                          146               146

10. Percentage of issued class acquired (treasury shares of that class should
    not be taken into account when calculating percentage)

                                       Partnership        Matching
                                          Shares           Shares
    
    Donald Emslie                        0.00004%         0.00004%
    Andrew Flanagan                      0.00004%         0.00004%
    George Watt                          0.00004%         0.00004%
    Fru Hazlitt                          0.00004%         0.00004%
    Peter McGrath                        0.00004%         0.00004%
    Naren Patel                          0.00004%         0.00004%
    Callum Spreng                        0.00004%         0.00004%

11. Number of shares, debentures or financial instruments relating to shares
    disposed
    
    N/A
    
12. Percentage of issued class disposed (treasury shares of that class should
    not be taken into account when calculating percentage)
    
    N/A

13. Price per share or value of transaction
    
    £0.8525

14. Date and place of transaction

    28 February 2006

15. Total holding following notification and total percentage holding
    following notification (any treasury shares should not be taken into
    account when calculating percentage)

    Donald Emslie               1,381,896       0.43900%
    Andrew Flanagan             2,772,521       0.88077%
    George Watt                 1,096,455       0.34832%

    (the above figures for Donald Emslie, Andrew Flanagan and George Watt
    includes options and connected person interests)

    Fru Hazlitt                     1,687       0.00054%
    Peter McGrath                  17,670       0.00561%
    Naren Patel                    16,699       0.00530%
    Callum Spreng                   3,342       0.00106%

16. Date issuer informed of transaction

    1 March 2006


If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes

17. Date of grant

    N/A

18. Period during which or date on which it can be exercised

    N/A

19. Total amount paid (if any) for grant of the option

    N/A

20. Description of shares or debentures involved (class and number)

    N/A

21. Exercise price (if fixed at time of grant) or indication that price is to
    be fixed at the time of exercise

    N/A

22. Total number of shares or debentures over which options held following
    notification

    N/A

23. Any additional information

    N/A

24. Name of contact and telephone number for queries

    Sara Clarke - Company Secretary
    0141 300 3074


Name of duly authorised officer of issuer responsible for making notification

Sara Clarke - Company Secretary

Date of notification

2 March 2006



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