Publication of Prospectus

Celtic PLC
28 October 2005


                                   Celtic plc
                                        
                          ('Celtic' or 'the Company')
                                        
        Open Offer and Offer for Subscription to raise up to £15 million
                                        
Key Points

   •Celtic aim to raise up to £15 million before costs

   •Funds raised to be used for establishment of a purpose-built training
    facility, incorporating a youth academy, football development and balance
    sheet strengthening

   •Dermot Desmond to underwrite up to £10 million

   •Transfer from Official List to AIM

                                   Celtic plc
                                        
                          ('Celtic' or 'the Company')
                                        
        Open Offer and Offer for Subscription to raise up to £15 million
                                        
The Board announces that the Company proposes to raise up to £15 million, before
expenses, by way of an Open Offer and Offer for Subscription ('the Share
Offers'). The Company proposes to raise up to approximately £9.9 million under
the Open Offer and up to approximately £5.1 million under the Offer for
Subscription. Up to £10 million to be raised under the Share Offers has been
underwritten.

Mr Dermot Desmond has agreed to underwrite up to £10 million of the Share
Offers. Mr Desmond has indicated that he does not wish to obtain control of
Celtic by reason of his underwriting of the Open Offer. Accordingly,
irrespective of the take up under the Share Offers, Mr Desmond will not hold
more than 49.9 per cent of the voting rights of the Company following completion
of the Share Offers.

If Mr Desmond is required to subscribe for New Ordinary Shares in the Share
Offers in excess of his pro rata entitlements, it is possible that Mr Desmond
will increase the proportion of his shareholding with voting rights to more than
30 per cent of the voting share capital. This would mean that, unless further
action is taken, Mr Desmond will, in accordance with Rule 9 of the Takeover
Code, be required to make an offer for the entire issued share capital of the
Company not then held by him.

The Independent Directors of the Company are therefore seeking approval from the
Independent Shareholders for a waiver granted by the Panel from the obligations
that would otherwise apply to Mr Desmond under Rule 9 of the Takeover Code on
his subscription for New Ordinary Shares under the Share Offers.

The Share Offers

The Open Offer

The Open Offer is being made to Shareholders on the following basis:

1 New Ordinary Share for every 2 Existing Shares

held at close of business on the Record Date, at a price of 30 pence per New
Ordinary Share, rounded down to the nearest whole number of Open Offer Shares.
Fractions of Open Offer Shares will not be allotted to Shareholders under the
Open Offer but will be aggregated and subscribed for pursuant to the terms of
the Underwriting Agreement.
The Open Offer incorporates an Excess Application Facility which enables Open
Offer Shareholders to apply for New Ordinary Shares in excess of their Basic
Entitlement in multiples of 500 New Ordinary Shares up to 3,000 New Ordinary
Shares and thereafter in multiples of 3,000 New Ordinary Shares.
Applications under the Excess Application Facility may be scaled down in such a
manner as the Directors and Seymour Pierce determine if applications are
received from Qualifying Shareholders for more than the available New Ordinary
Shares.

The Offer for Subscription

Celtic proposes to raise up to £5.1 million before expenses by the issue of up
to 17,085,961 Subscription Shares for cash at a price of 30 pence per share.

Applications under the Offer for Subscription must be for a minimum of 500
Subscription Shares and thereafter in multiples of 500 Subscription Shares up to
3,000 Subscription Shares and thereafter in multiples of 3,000 Subscription
Shares.
If valid applications are received for Subscription Shares in excess of the
total number of Subscription Shares offered, applications from Qualifying
Shareholders (under the Excess Application Facility) will be given preference
over applications from Other Applicants in such manner as the Company and
Seymour Pierce shall determine.

Reasons for the Share Offers and use of the proceeds

The Board believes that the biggest test currently facing Celtic is to control
football costs whilst maintaining competitiveness both in domestic competitions
and in Europe. In this context, the Board believes it is vital to continue to
improve the Club's infrastructure, particularly relating to its ability to
develop home-grown playing talent as well as retaining and attracting a number
of experienced core players.

In order to help achieve these key aims, the Board has concluded that it is
appropriate to seek additional long term funding for the Company. Assuming full
subscription of the Share Offers, the Board plans to use the net proceeds of the
Share Offers in the following ways:

   • Establishment of a purpose-built training facility incorporating a youth
     academy and football development - £10m

     Football development is represented by investment in coaching, scouting and
     player development programmes at both youth and first team levels.

   • Balance sheet strengthening for commercial purposes including debt
     reduction - up to £5m

If the only funds subscribed in the Share Offers are Mr Desmond's minimum
underwriting commitment of £6.1 million, those funds would be applied
principally towards the establishment of the purpose-built training facility.

Transfer to AIM

Having consulted with its advisers, the Board intends to apply for cancellation
of the listing of the Shares on the Official List as it believes that there are
a number of benefits for Celtic to transfer its listing to AIM from the Official
List, taking into account the size of the Company, the greater flexibility of
the AIM Rules as against the Listing Rules and a number of other factors,
including possible beneficial tax consequences for individual Shareholders.

Shareholders should note that the cancellation of the listing of the Shares on
the Official List requires to be approved at the Extraordinary General Meeting.

Adoption of New Articles

The Board is proposing a number of changes to the terms of the CPO Shares to
take account of the discount to the current Ordinary Share price of the Issue
Price. The Board is further proposing to take this opportunity to make some
additional changes to the provisions regarding the retirement of directors by
rotation.

A prospectus will be published by Celtic plc in connection with the proposed
share issue. Copies will be available shortly from Celtic plc, Celtic Park,
Glasgow, G40 3RE and Seymour Pierce Limited, Bucklersbury House, 3 Queen
Victoria Street, London, EC4N 8EL or by telephoning 0870 702 0192.

This release is an advertisement and not a prospectus. Investors should only
subscribe for Ordinary Shares in Celtic on the basis of the information set out
in the prospectus referred to above.

Expected timetable of principal events

Record date for the Share Offers                             Close of business
                                                             on 24 October
                                                             2005

Latest time and date for receipt of completed Proxy Forms    10 a.m. on 22
                                                             November 2005

Extraordinary General Meeting                                10 a.m. on 23
                                                             November 2005

Class Meetings                                               from 10.20 a.m. on
                                                             23 November 2005

Latest time and date for splitting Application Forms (to     3 p.m.on 16
satisfy bona fide market claims only                         December 2005.

Latest time and date for receipt of Application Forms and    3 p.m. on 20
Subscription Forms and payment in full under the Share       December2005
Offers

Cancellation of listing on the Official List                 21 December 2005

Expected time and date of commencement of dealings on AIM in 8 a.m. on 22
the Shares                                                   December 2005

Expected date of delivery into CREST of New Ordinary Shares  22 December 2005
to be held in uncertificated form

Expected date of despatch of definitive share certificates   by 29 December
in respect of New Ordinary Shares to be held in certificated 2005
form

Share Offers statistics

Issue Price                                                         30p
Number of Ordinary Shares currently in issue                        31,014,689
Maximum number of New Ordinary Shares to be issued under the
Share Offers                                                        50,000,000
Estimated net proceeds of the Share Offers (assuming full
subscription)                                                      £14,530,000

Application forms in relation to the Open Offer are personal to Qualifying
Shareholders and may not be transferred except to satisfy bona fide market
claims.

The above release contains extracts from the circular to be posted to the
Company's shareholders shortly . Words and expressions defined in the circular
have the same meanings in this announcement, except when the context otherwise
requires


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