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Three's A Crowd Plc (TACP)

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Friday 30 November, 2007

Three's A Crowd Plc

First day of dealings


                    THREE'S A CROWD - First Day of Dealings                    

                              Three's A Crowd PLC                              

                               PLUS SYMBOL: TACP                               

COMPANY BACKGROUND:

The directors of Three's A Crowd Plc ("Three's A Crowd " or "the Company") are
pleased to announce its entire issued Ordinary Share Capital has today been
admitted to trading on PLUS.

Admission Price: 3.5p
Ordinary Shares in Issue: 70,564,500
Par Value 0.5p
Market Cap on Admission: GBP 2,469,757.5
Sector Classification: Media

Principal Activities: To develop the Three's A Crowd Brand further in the
events management sector and to expand into other areas by the creation of an
online lifestyle portal and selective acquisitions.

BUSINESS MODEL:

Three's A Crowd Plc (formerly Zeta Prospects Limited) is a holding company that
owns the "Three's A Crowd" events management brand (the "Brand"). It aims to
develop the Brand further in the events management sector and to expand into
other areas by the creation of an online lifestyle portal. The Company has a
close working relationship with Tara Palmer-Tomkinson, who is a founding
director of the Events Subsidiary and is a well known media personality in the
UK.

The Company has raised GBP 489,840 of initial capital in order to implement its
strategic objective of developing the Brand through organic growth and
selective acquisitions. The Directors believe that the Brand has the ability to
be extended into other areas, and will therefore look for a range of growth
opportunities in order to build a recognised and respected lifestyle brand.

ACTIVITIES

Three's A Crowd Events Limited

The Events Subsidiary plans to manage a range of media events such as charity
galas, corporate functions, product launches and openings. Managing an event
includes but is not limited to, the selection of an appropriate venue, ticket
sales, securing sponsorship, developing artwork and themes and organising
catering and staff. The Events Subsidiary executives have been involved in
organising: the launch of the GBP 70 million re-fit and re-branding of The May
Fair Hotel in London; the Comic Relief Does Fame Academy Wrap Party; and a
distributor book launch for Little, Brown Book Group.

In June 2007 the Events Subsidiary was awarded a contract to organise a charity
gala for The Lowe Syndrome Trust, a charity organisation which is chaired by
Jonathan Ross (a UK television and radio personality). The Lowe Syndrome Trust
Charity Gala Event was held on 25 September 2007. The Events Subsidiary will
focus on significantly growing its events management business by staging high
profile events. The Directors believe there is an opportunity to develop this
business into a leading player in the events management market.

Three's A Crowd Online Limited

In parallel with developing the events management division, the Online
Subsidiary aims to extend the Brand by creating the online lifestyle portal and
platform, the Website. The Website is in the initial stages of development.

It is intended that the Website will provide a natural extension for the
Three's A Crowd brand, and could offer significant marketing and business
possibilities for the group as a lifestyle community portal that will aim to
target the affluent and aspirational UK consumer. The Website will consist of
news, reviews and opinions on a range of lifestyle products and services, with
the ability to purchase movie, theatre and concert tickets, coupons, clothing,
travel, music, mobile and gaming. The strategy will focus on encouraging the
reader to visit the site daily and to discover leading products and services
they must own, make bookings for, or to which they aspire.

The Website intends to generate a large proportion of its income from affiliate
advertising and subscriptions. The Directors have already secured commitment on
an affiliate basis from lifestyle brands such as Black Tomato and Play.com.

In due course the Directors believe the Website will be able to generate
revenue through sponsorship, advertising, podcasts, affiliate programmes,
mobile downloads, and competitions.

RISK FACTORS

(i)  the success of the Company depends largely upon the expertise of the
     current Directors and their ability to identify suitable growth
     opportunities including acquisitions and/or brand extension opportunities
     for Three's A Crowd;
   
(ii) the Company's future success will also depend, inter alia, on its future
     Directors and management team. The recruitment of suitably skilled
     Directors and retention of their services or the services of any future
     management team cannot be guaranteed;
   
(iii)the Company, which does not have any audited accounts, has a very limited
     trading record. The value of an investment in the Company is dependent
     inter alia upon the Company achieving its corporate strategy. There can be
     no guarantee that the Company will acquire any company or business meeting
     the Company's criteria or that any such company or business acquired will
     be profitable or achieve significant or sustainable growth as a consequence
     of which resources might have been expended fruitlessly on investigative
     work and due diligence;
   
(iv) the Ordinary Shares are not listed or traded on any stock exchange.
     Notwithstanding the fact that it is intended that an application will be
     made for the Ordinary Shares to be traded through PLUS Markets this should
     not be taken as implying that there will be a `liquid' market in the
     Ordinary Shares. An investment in the Ordinary Shares may thus be difficult
     to realise. The value of the Ordinary Shares may go down as well as up.
     Investors may therefore realise less than their original investment, or
     sustain a total loss of their investment;
   
(v)  share market conditions, may affect the ultimate value of the Company's
     share price regardless of future operating performance;

(vi) the market price of the Ordinary Shares may not reflect the underlying
     value of the assets of the Company;

(vii)the Company's Ordinary Shares are intended for capital growth and
     therefore may not be suitable as a short-term investment. Investors may
     therefore not realise their original investment at all, or within the
     time-frame they had originally anticipated;

(viii)the events market is highly competitive, such that the Company's market
      share growth opportunity may be reduced;

(ix) extending the Company's brand into an online portal may take longer than
     planned and may or may not generate expected levels of revenue, which may have
     a significant impact on the Company's financial performance;

(x) the Company will need to raise further funds in order to meet its strategic
    objectives. The funds raised ahead of the Introduction will be sufficient
    working capital for a limited time. Failure to raise further funds will mean
    that the Company may need to be wound up; and

(xi)there is no guarantee that the then prevailing market conditions will
    allow for such a fundraising or that new investors will be prepared to
    subscribe for Ordinary Shares. Shareholders may be materially diluted by any
    further issue of ordinary shares by the Company.

DIRECTORS:

Mark Emms, aged 28, Chief Executive

Mark is a founding director of the Events Subsidiary and has a music industry
background coupled with public relations and events management experience. At
Candid Records Mark marketed leading names in the music industry including
Jamie Cullum, Kyle Eastwood, Claire Teal and Stacey Kent. He has also been
involved with high profile events for Pizza Express (Pizza on the Park) and the
re-launch of the Cobden Club.

Jessica Wells, aged 23, Executive Director

Jessica is a founding director of the Events Subsidiary and has a music
industry background coupled with public relations and events management
experience. Prior to co-founding the Events Subsidiary she worked on a number
of high profile media events and PR campaigns, securing and establishing a
personal network within the lifestyle and media sectors.

Jessica was involved with the organisation of the Pizza on the Park party for
Pizza Express and was also involved with the launch of Dekkor Records. At
Stuntman PR, she was involved with promoting Terri Walker's new album I AM.
Jessica helped to secure and manage the Comic Relief does Fame Academy Wrap
Party.

Domino Duhan, aged 33, Executive Director

Domino has worked for a number of blue-chip investment banks including ABN Amro
and Deutsche Bank in the back office and for Bank of Tokyo as a Futures Trader.
Over the last five years he has retrained in web and mobile technologies and
branding.

Melissa Gilmour, aged 38, Executive Director

Melissa is an Executive Director of Addworth, an AIM-listed `active capital
investor' and Non-Executive Director of The Core Business plc, an AIM-listed
beauty products and personal care branding and distribution business. She has
previously worked in London as a research analyst, primarily focusing on
smaller cap companies and has worked as a research analyst for Axis
International plc, a Mayfair based corporate finance company. Since February
2006 Melissa has managed public relations activities for a small portfolio of
clients for Griffin Communications Limited (a subsidiary of Griffin Group plc)
under a consultancy agreement.

Melissa graduated with a commerce degree in New Zealand and came to the UK on a
post-graduate scholarship in 1997. She is an Affiliate Member of the Securities
Institute.

Tara Palmer-Tomkinson, aged 35, Non-Executive Director

Tara, who is a founding director of the Events Subsidiary, has become a
household name after having built a successful career as a television
personality, presenter and writer. In the mid 1990s Tara wrote a weekly column
for the Sunday Times Style Magazine. Since then she has written for a number of
magazines including: Closer; GQ; The Observer; Harpers and Queen; the
Telegraph; and Tatler.

Tara has also hosted and guest-presented a number of television shows,
including "Animals Do The Funniest Things", "Junior Eurovision" and "A Place In
The Sun". Tara was also in ITV1's "I'm A Celebrity, Get Me Out Of Here". Her
co-authored book "A Naughty Girl's Guide to Life" was released in September
2007.

Mark Watson-Mitchell, aged 61, Non-Executive Chairman

Mark is the Executive Chairman of Addworth, an `active capital investor',
Yellowcake Plc, an investor in uranium companies, and Oil and Gas Support
Services plc, which is looking to acquire businesses in the oil and gas
services sector. He is also the Non-Executive Chairman of BestGames Holdings
plc, an investor in the online gaming market; NCI Vehicle Rescue plc, the
vehicle assistance and recovery company; and The Core Business plc, which is
involved in the personal care products and colour cosmetics business. He is
also a director of a number of other public and private companies.

Mark has previously worked for four firms of stockbrokers and a fund management
business and for the last fourteen years he has been increasingly active in
investment research of smaller quoted companies traded on various markets
within the UK. He is the principal of SQC Research, which specialises in
preparing investment information and comment on smaller quoted companies for
investment professionals.

DIRECTORS' SHAREHOLDINGS:

Name                          Number of Per cent. of
                                 issued       issued
                               Ordinary     Ordinary
                                 Shares       Shares
                                                  
M Emms                        6,300,000         8.93
                                                  
J Wells                       6,300,000         8.93
                                                  
D Duhan                       2,400,000         3.40
                                                  
T Palmer-Tomkinson            2,000,000         2.83
                                                  
M Watson-Mitchell             1,400,000         1.98
                                                  
M Gilmour                       600,000         0.85
                                                  
Total                        19,000,000        26.92

SUBSTANTIAL SHAREHOLDERS:

Name                   Number of issued Per cent. of
                        Ordinary Shares       issued
                                            Ordinary
                                              Shares
                                                    
Pershing Keen                32,500,000        46.06
Nominees Limited                                    
                                                    
Addworth Plc                 10,150,000        14.38
                                                    
Plus Investors                4,000,000         5.67
Limited                                             
                                                    
Total                        46,650,000        66.11

Mark Watson-Mitchell is indirectly interested in the Ordinary Shares held by
Addworth Plc, of which he is a director and 19.52 per cent. shareholder.
Melissa Gilmour is indirectly interested in the Ordinary Shares held by
Addworth Plc, of which she is a Director and 0.57 per cent. shareholder.

Mark Watson-Mitchell and Melissa Gilmour are also indirectly interested in the
Ordinary Shares held by Plus Investors Limited, of which they are the
directors. Mr Watson-Mitchell owns 33.3 per cent. and Ms Gilmour owns 8.33 per
cent. respectively of the shares in Plus Investors Limited.

Pershing Keen Nominees Limited is holding 5,000,000 shares on behalf of Griffin
Two Limited. This amounts to 7.1 per cent. of the Ordinary Shares.

Reasons for the Introduction to PLUS

The Directors believe that the proposed Introduction to PLUS will raise the
profile of the Company by acting as an additional marketing channel. The
benefits of introducing the Company's shares to be traded on PLUS include:

  * the ability to fully develop www.3sacrowd.com and to enable it to
    aggressively begin attracting sponsors and advertisers;
   
  * the increased potential to raise further funds in the future, either to
    enable a proposed acquisition or investment to be completed and/or to raise
    additional working capital or development capital for the Company once the
    acquisition or investment has been completed; and
   
  * the advantage of being able to attract high quality employees by offering
    share options at some time in the future. The Directors believe that the
    ability to grant options over PLUS traded shares is potentially more
    attractive to employees than the grant of options over unquoted shares
   
PAST DIRECTORSHIPS

Director          Current Directorships/            Past Directorships      
                  Partnerships                                              
                                                                            
Mark              Addworth Plc                      Branded Content Limited 
Watson-Mitchell                                                      
                  Aim Investors Limited             Branded Entertainments  
                                                    Plc                     
                  Alpha Prospects Limited                                   
                                                    Berkeley Equity Research
                  Amirose International Limited     & Analysis Limited      
                                                                            
                  Beta Prospects Limited            E-Retail Limited        
                                                                            
                  BestGames Holdings Limited        Early Equity Plc        
                                                                            
                  Cartel Productions Limited        EBTM Plc                
                                                                            
                  Corporate Liaison Limited         TMT Investments Plc     
                                                                            
                  Corporate Liaison 2 Limited                               
                                                                            
                  Delta Prospects Limited                                   
                                                                            
                  Epsilon Prospects Limited                                 
                                                                            
                  Estate Agency Investments Limited                         
                                                                            
                  Equity Issues Limited                                     
                                                                            
                  Filmbuffs.com Limited                                     
                                                                            
                  Gaming Ventures Limited                                   
                                                                            
                  Gamma Prospects Limited                                   
                                                                            
                  Gas and Oil Resources Limited                             
                                                                            
                  Internet Fraud Prevention Limited                         
                                                                            
                  Investors In Film Limited                                 
                                                                            
                  Logistics Limited                                         
                                                                            
                  NCI Vehicle Rescue Plc                                    
                                                                            
                  New Home Investments Limited                              
                                                                            
                  Oil and Gas Support Services Plc                          
                                                                            
                  Omega Prospects Limited                                   
                                                                            
                  Plus Investors Ltd                                        
                                                                            
                  Risk Transfer Insurance                                   
                  Management Limited                                        
                                                                            
                  Risk Transfer Limited                                     
                                                                            
                  Security Profiling Limited                                
                                                                            
                  Sigma Prospects Limited                                   
                                                                            
                  SQC Research Limited                                      
                                                                            
                  The Core Business Plc                                     
                                                                            
                  U3O8 Limited                                              
                                                                            
                  Unigames Limited                                          
                                                                            
                  Uranium Prospects Plc                                     
                                                                            
                  Yellowcake Plc                                            
                                                                            
Mark Emms         Three's A Crowd Events Limited    Exit Music Limited      
                                                                            
                  Three's A Crowd Online Limited    Stuntman Limited        
                                                                            
                                                    MacGuffin Films Limited 
                                                                            
Jessica Wells     Three's A Crowd Events Limited    None                    
                                                                            
                  Three's A Crowd Online Limited                            
                                                                            
Domino Duhan      Three's A Crowd Events Limited    Avida Invest Ltd        
                                                                            
                  Three's A Crowd Online Limited    Mobile Software Limited 
                                                                            
Melissa Gilmour   Addworth Plc                      Early Equity Plc        
                                                                            
                  13 Albion Drive Management        Oil and Gas Support     
                  Company Limited                   Services Plc            
                                                                            
                  Glamour Minx Limited                                      
                                                                            
                  Nerveplay Limited                                         
                                                                            
                  Plus Investors Ltd                                        
                                                                            
                  The Core Business Plc                                     
                                                                            
                  Three's A Crowd Events Limited                            
                                                                            
                  Three's A Crowd Online Limited                            
                                                                            
Tara              Three's A Crowd Events Limited    Meltdown Limited        
Palmer-Tomkinson                                                            


WARRANTS AND OPTIONS OUTSTANDING


  (1) Name and    (2) Number of  (3) Number of   (4) Number     (5)    Lock in 
    Address      issued Ordinary   Options**    of Warrants  Exercise          
                     Shares                                    price           
                                                                               
Mark Andrew Emms     6,300,000      1,732,500    1,575,000        1p    Lock in
                                                                             12
                                                                         months
                                                                         shares
                                                                            and
                                                                       warrants
                                                                               
James Wells          495,000        136,125      123,750        1p      Lock in
                                                                             12
                                                                         months
                                                                         shares
                                                                            and
                                                                       warrants
                                                                               
Josephine Wells      10,000          2,750        2,500        1p       Lock in
                                                                             12
                                                                         months
                                                                         shares
                                                                            and
                                                                       warrants
                                                                               
Jacqueline Wells     495,000        136,125      123,750        1p      Lock in
                                                                             12
                                                                         months
                                                                         shares
                                                                            and
                                                                       warrants
                                                                               
Jessica Courtney     6,300,000      1,732,500    1,575,000        1p    Lock in
Wells                                                                        12
                                                                         months
                                                                         shares
                                                                            and
                                                                       warrants
                                                                               
Tara Claire          2,000,000        550,000      500,000        1p    Lock in
Palmer Tomkinson                                                             12
                                                                         months
                                                                         shares
                                                                            and
                                                                       warrants
                                                                               
Richard Prosser      1,000,000        275,000      250,000        1p    Lock in
                                                                             12
                                                                         months
                                                                         shares
                                                                            and
                                                                       warrants
                                                                               
Adam Teskey          1,000,000        275,000      250,000        1p    Lock in
                                                                             12
                                                                         months
                                                                         shares
                                                                            and
                                                                       warrants
                                                                               
Domino Adam         2,400,000        660,000      600,000        1p     Lock in
Duhan of                                                                     12
                                                                         months
                                                                         shares
                                                                            and
                                                                       warrants
                                                                               
M Watson            1,400,000              -      350,000        1p     Lock in
Mitchell of                                                                  12
                                                                         months
                                                                         shares
                                                                            and
                                                                       warrants
                                                                               
M Gilmour             600,000              -      150,000        1p     Lock in
                                                                             12
                                                                         months
                                                                         shares
                                                                            and
                                                                       warrants
                                                                               
Addworth Plc       10,150,000              -    2,500,000        1p     Lock in
                                                                             12
                                                                         months
                                                                         shares
                                                                            and
                                                                       warrants
                                                                               
Plus Investors      4,000,000              -    1,000,000        1p         No
Limited                                                                 lock-in
                                                                        orderly
                                                                         market
                                                                               
Pershing Keen      32,500,000              -    7,500,000        1p         No
Nominees                                                                lock-in
                                                                               
** 1,595,000 Options exercisable by the Company achieving not less than £      
100,000 pf profits before tax during the period from 12 July 2007 to 30 June   
2008; and, 3,905,000 on the achievement by the Company achieving not less than 
£250,000 profits before tax during the period from 1 July 2008 to 30 June 2009.

CORPORATE ADVISER AND CONTACT DETAILS:

Lion Capital Corporation limited is acting as the Corporate Advisor for the
Company, and can be contacted at:

3rd Floor, Henry Thomas House

5 - 11 Worship Street


London

EC2A 2BH

Tel: 020 7562 3389

ADMISSION DOCUMENT

Copies of the Admission Document will be available during office hours at the
offices of Lion Capital Corporation, address as above, or downloadable from the
PLUS-Markets website.

--ENDS--

The Directors of the issuer accept responsibility for this announcement

Enquiries

Three's A Crowd PLC

Melissa Gilmour 
TEL: 020 7638 8750

Lion Capital Corporation 
TEL: 020 7562 3389

Monisha Varadan
[email protected]


                                                                        

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