Proposed Acquisition and Placing and Open Offer

Chandra PLC
24 March 2000


Contact:  Nigel Drummond, Chairman
          Nicholas Cowan, Proposed Chairman
          Jon Cunningham, Proposed Chief Executive
          Chandra PLC                        [phone]

          David Worlidge
          John East & Partners Limited       [phone]

          David Bick
          Holborn Public Relations           [phone]
                                       [e-mail]
                               
                               
                          Chandra PLC
                               
                     Proposed Acquisition
                              and
                    Placing and Open Offer
                               

Key Points of the Proposals

* Acquisition  of  Groovetech, which  operates  a  website
  broadcasting contemporary club music together with ancilliary
  merchandising operations.  Consideration of £8.8 million  to
  acquire 72 per cent with option to acquire balance for  £6.8
  million, to be satisfied in new shares at 158p per share

* Placing and Open Offer of 1.95 million new shares at 158p
  per  share  to  raise approximately £2.41  million,  net  of
  expenses, for working capital purposes

* Change of group name to Internet Music & Media plc

* Appointment  of  Nicholas  Cowan  as  Chairman  and  Jon
  Cunningham as Chief Executive

Commenting  on  the  proposed  acquisition,  Nigel   Drummond,
Chairman of Chandra, said:

'We  are delighted to be joining forces with Groovetech  which
has  developed  an exciting music medium with very  attractive
international potential.  Groovetech has won growing audiences
in  the  USA  and high profile investors with very  successful
track records in the music industry.'

              Proposed acquisition of Groovetech,
   Proposed Placing and Open Offer of 1,950,000 new Ordinary
                            Shares
                       at 158p per share
                      and Change of Name

Introduction

It  was  announced today that Chandra has conditionally agreed
to  acquire  72  per  cent  of the  units  of  Groovetech  LLC
('Groovetech'), a limited liability company registered in  the
state  of  Washington, USA whose capital comprises  membership
units  of  no par value, for a consideration of £8.81 million,
to   be   satisfied  by  the  allotment  and  issue   of   the
Consideration Shares and has entered into mutual put and  call
options, leading to full ownership in due course on completion
of  the Option Agreement for a consideration of £6.83 million,
to  be  satisfied  by the allotment and issue  of  the  Option
Shares.  The principal activity of Groovetech is the operation
of a website which broadcasts contemporary club music together
with  ancilliary merchandising operations.  Completion of  the
Acquisition  is scheduled to take place as soon as practicable
following the EGM.

The  Board  also announced today that the Company proposes  to
raise approximately £2.41 million (net of expenses) by way  of
the  Placing and Open Offer of 1,950,000 new Ordinary  Shares,
to provide additional working capital for the Enlarged Group.

Under the AIM Rules, the Acquisition is subject to shareholder
approval  in  view  of its size. If the Resolutions  are  duly
passed, the existing AIM trading facility of the Company  will
be    cancelled   and   a   new   trading   facility   granted
contemporaneously.  It is anticipated that dealings on AIM  in
the  Enlarged Issued Share Capital will commence on  4th  May,
2000.   If  the  Resolutions are not passed, dealings  in  the
Existing Ordinary Shares will continue on AIM.

Information On Groovetech

The    Directors   and   Proposed   Directors   believe   that
dissemination of music over the Internet has changed  and  may
continue  to  change the way consumers obtain  and  listen  to
music.  Digital compression technology allows the transmission
of music files, whether by downloading them onto the hard disk
of  a  personal computer using MP3 software, or  by  streaming
audio  and  video  using  software  such  as  RealPlayer,   or
Microsoft  Windows MediaT Player.  These technologies   enable
the  transmission of audio and video over the world wide  web,
without using traditional broadcast media.

History and Business Of Groovetech

In 1996, Brian Pember and Zach Jenkins started a Seattle-based
business focused on local Disc Jockeys ('DJs'), record  stores
and  events  for 'underground' electronic dance music.   Brian
Pember had been a local DJ and had a background in design  and
technology.   Zach Jenkins, who then worked at Real  Networks,
Inc.,   a  leading  provider  of  audio  and  video  streaming
software,  also  had  a  keen  interest  in  music   and   web
technology.

In  early  1996,  Zach Jenkins registered  the  Groovetech.com
domain  name and began trading, with Brian Pember, as  'Groove
Technologies',  operating  a  website  under  that  name   for
followers of local underground dance music.  In mid 1996, they
invited Jon Cunningham to join them. Shortly thereafter,  they
incorporated the business as Groove Technologies and began  to
expand   the  content  on  its  website  to  include  national
underground  dance music, with the intention  of  creating  an
online  community.  Part of this expansion included initiating
live and pre-recorded broadcasts from 1015 Folsom, a nightclub
in San Francisco, California.

In 1998, Groove Technologies attracted private investment from
Nicholas Cowan, the proposed Chairman of the Company  and  his
business associate Barney Cordell and jointly with them formed
Groovetech, a limited liability company under the laws of  the
state of Washington in the United States.  Groovetech used the
money  invested to redesign its website during 1998 so  as  to
improve  navigation  and expand content.   During  this  time,
Groovetech also initiated activities in London, England, which
mainly  consisted  of  developing  relationships  with  record
distributors.

In  mid  1998,  Groovetech  started an  Internet  based  radio
station  featuring live DJ sets originating from the company's
Seattle, Washington, office.  The company concurrently set  up
a   warehouse   and   shipping  and  receiving   facility   in
anticipation of commencing e-commerce sales in early 1999.  In
January  1999,  the further developed version of  the  website
with  e-commerce capability was launched and the company began
to  sell  CDs  and vinyl records to Internet  purchasers.   In
August  1999  the  limited liability  company  raised  further
capital  from  an investment by Ronnie Wood, a member  of  the
Rolling Stones.

Current live broadcast locations

Groovetech currently broadcasts live over the Internet from  a
number  of  clubs  and studio locations  in  the  USA.   These
include:

1015 Folsom

Located   in  San  Francisco,  California,  1015   Folsom   is
considered,  by relevant trade magazines, to  be  one  of  the
leading underground dance music clubs on the west coast of the
US;

Data Bass

Located in Los Angeles, California, Data Bass, a studio  which
broadcasts  over the Internet once a week, features broadcasts
of DJ sets from a studio setting with real-time video feeds to
the website;

ARO.space

Located in Seattle, Washington, ARO.space is regarded  by  the
local community as the premier underground dance music club in
Seattle;

Groovetech Radio Seattle

Located in Seattle, Washington, the company broadcasts live DJ
sets  from  its  own office-located studios.   The  Groovetech
website features a schedule of the different DJs and the  type
of music broadcasts; and

Groovetech Radio SF

Located in San Francisco, California, the company maintains an
in-office  studio  for broadcast of live DJ sets,  similar  to
that operated by Groovetech Radio Seattle.

The company plans to continue adding additional live broadcast
locations within the US and elsewhere.

Music Archive

Groovetech  has created and intends to continue to  expand  an
extensive  archive of selected recordings of  live  broadcasts
and  other  pre-recorded  content, which  provides  on  demand
content  for  the website which is additional  to  that  being
broadcast live.

Current Revenue Sources

On-line sales

In January 1999, Groovetech launched the Listening Lab portion
of  its  site.  The Listening Lab allows customers  to  search
for,  sample and purchase music, on vinyl or compact disc,  by
mail  order.   It  utilizes a proprietary e-commerce  shopping
system.   For the period ended 31st December, 1999, net  sales
were  US$145,000, having grown from US$4,700 for the month  of
February,  1999 to US$31,400 for the month of December,  1999.
The  Directors  and Proposed Directors anticipate  that  sales
will continue to grow for the foreseeable future.

Intended Revenue Sources

Sponsorship

To  date,  Groovetech has not received third party sponsorship
for  its  site.  Following further development of its  content
and  working e-commerce systems, the company intends to pursue
sponsorship opportunities, which may include:

* Co-branded content, which provides information  regarding
  sponsors' products and/or services;

* Co-branding  in  Groovetech  marketing  and  promotional
  activities; and

* Product  Placement and endorsement of sponsors'  products
  or services, for example, by referring, on the appropriate web
  page,  to  branded audio and video equipment during  live
  broadcasts.

Groovetech own label music sales

Groovetech  intends during 2000 to launch its  own  Groovetech
record   label,  with  the  aim  of  releasing  high   quality
underground dance music from the USA and Europe, produced by a
combination of established and upcoming artists.  Distribution
is   intended   to   be   carried  out   through   appropriate
distributors, in addition to direct sales from the  Groovetech
and other websites.

Merchandising

In  furtherance of the development of its brand, Groovetech is
investigating  the  manufacture and sale of  CDs,  videos  and
other  products relevant to the Groovetech website.   Products
could include T-shirts, hats, clothing and DJ accessories such
as turntable mats, record bags and flight cases.

Competition

The  Directors  and  Proposed Directors consider  that  direct
competitors    include    Raveworld.net,    Pseudo.com     and
Satelliterecords.com in the USA and Ministry Of Sound  in  the
UK.   These sites offer various combinations of CD and  record
sales  and/or  live  broadcasts of  underground  dance  music.
Indirect  competitors  include any  on  or  off-line  retailer
offering music generally which might attract the attention  of
a  music  listener  with  diverse tastes.   On-line  companies
falling into this category include CDNow and Amazon.com.

Some or all of these direct or indirect competitors have begun
to engage in activities which may cause Groovetech to alter or
modify  its business model and revenue sources.  For  example,
in   the  underground  dance  music  industry,  websites  have
traditionally  obtained  content such  as  recordings,  artist
interviews  and  other types of programming  free  of  charge.
However, the Directors and Proposed Directors believe that, in
the future, it may be necessary to pay for exclusive rights to
certain content.

Current Trading and Future Prospects

Since the year end, sales have continued to increase month  on
month.   Plans  are at an advanced stage to fit  out  the  new
London  office and Internet radio station which the  Directors
and  Proposed Directors expect to open in summer 2000.  During
2000,  it  is  the  intention of the  Directors  and  Proposed
Directors  that  Groovetech develops its  website  further  to
create  the  functionality to allow it to  pursue  sponsorship
opportunities and launches its own record label.

For   all  the  reasons  above,  the  Directors  and  Proposed
Directors  feel  justified  in  looking  to  the  future  with
confidence.

Reasons for the Acquisition

In  the Company's AIM admission document and prospectus  dated
4th  October,  1999, the Directors' stated  intention  was  to
build, largely through acquisition, a music, entertainment and
media  group.   The proposed acquisition of Groovetech  is  in
accordance  with the objective and is intended  to  provide  a
base for further complementary acquisitions by the Company  as
and when suitable opportunities occur.

Details of the Acquisition

The  Acquisition  is  being effected by means  of  the  Lupine
Agreement, the Wood Agreement, the Subscription Agreement  and
the Option Agreement.

Under  the  Lupine  Agreement the  Company  has  conditionally
agreed  to acquire the entire issued share capital of  Lupine,
which   owns  110,000  Groovetech  membership  units,  for   a
consideration of approximately £8.01 million to  be  satisfied
by  the issue of 5,070,228 Consideration Shares on completion,
which  is  scheduled  to  take place as  soon  as  practicable
following the EGM.

Under the Wood Agreement, the Company has conditionally agreed
to   acquire   11,000  Groovetech  membership  units   for   a
consideration of approximately £0.8 million, to  be  satisfied
by  the  issue of 507,023 Consideration Shares on  completion,
which  is  scheduled  to  take place as  soon  as  practicable
following the EGM.

Under   the   Subscription   Agreement,   the   Company    has
conditionally agreed to subscribe £1.3 million for 111,137 new
Groovetech membership units at completion.

As a consequence of the Acquisition, the Company will then own
232,137 Groovetech membership units, representing 72 per  cent
of the then issued Groovetech membership units.  The remaining
28  per  cent  of  the  Groovetech membership  units  will  be
retained  by  Groove Technologies and will be the  subject  of
call  and  put option arrangements under the Option  Agreement
described more fully below.

The  Option Agreement is being entered into in order to  defer
Groove  Technologies' tax liability.  The  Proposed  Directors
have  been advised that the put and call rights granted  under
the  Option  Agreement effectively defer Groove  Technologies'
tax  liability  on  the  sale  of its  ownership  interest  in
Groovetech  until the sale of Groove Technologies'  membership
units  in Groovetech pursuant to the exercise of the  put  and
call  rights.  Under current US Federal income tax  laws,  the
acquisition  of  Groove  Technologies  membership   units   in
Groovetech  by  a  foreign corporation such as  Chandra,  will
trigger US tax liability on any gain on the sale.

Accordingly, separate arrangements have been made  to  acquire
the Groovetech membership units held by Groove Technologies by
the  Option Agreement, under which the Company has the  option
to  acquire 90,000 Groovetech membership units held by  Groove
Technologies  (and has acquired certain intellectual  property
rights  held  by  Groove Technologies) for a consideration  of
approximately £6.83 million, to be satisfied by the  issue  of
4,322,749  new Ordinary Shares on exercise of the Option.  The
option  is  exercisable  between  two  and  ten  years   after
Admission  and  can only be exercised by the  Company  if  the
Company  is  able to arrange for the placing of sufficient  of
Groove  Technologies' consequential holding of Ordinary Shares
to  satisfy the tax liability arising on the exercise  of  the
option.   Under the Option Agreement, Groove Technologies  has
an   option  to  require  Chandra  to  acquire  the   relevant
membership  units on the same terms as those  set  out  above,
save that the Option may be exercised immediately and there is
no  requirement  on  the  Company to place  shares  on  Groove
Technologies' behalf.

Following  the  exercise  of  the  option  under  the   Option
Agreement,  the Company will own all the membership  units  in
Groovetech.

Directors,  Proposed Directors and Senior  Management  of  the
Enlarged Group

Directors

Nigel Drummond  (Chairman), aged 32, is the Executive Chairman
of  the  Company.  He has over ten years' experience  in  high
technology business strategy, acquisitions and operations.  He
holds  an MBA with distinction from the Wharton School of  the
University  of  Pennsylvania and is  an  honours  graduate  of
Cambridge University.  He joined VirtualInternet.net  plc,  an
AIM  company, in 1998 where he has been closely involved  with
its  international  expansion and on  two  recently  completed
acquisitions.  Previously he worked in the USA as a case  team
leader with Bain & Company's leveraged buyout and acquisitions
group  and with several consulting firms including the  Boston
Consulting Group in London and New York.

David  Rogers  (Executive Director), aged 51, is an  Executive
Director  of  the Company.  He has spent the majority  of  his
working  life in the property industry, predominantly  in  the
City  of London as a partner in City Agents, Furze Rogers  and
Partners  (and  a shareholding director of the company  formed
when  that firm incorporated).  He is also a director of Corum
plc which is a company admitted to AIM.

Peter  Burrell (Non-Executive Director), aged 36,  is  a  Non-
Executive Director of the Company.  In 1993 he was one of  the
five  founders of Southgate Management Limited,  which  was  a
general  marketing  company within the  racing  industry.   In
1996,  he left Southgate Management Limited and formed Classic
Management   Limited  with  Frankie  Dettori  as  a   minority
shareholder.  In addition to managing the affairs  of  Frankie
Dettori, Classic Management Limited also manages the interests
of Vinnie Jones, Joe Kinnear and the boy band 'S.X.'.  In this
context  he  actively  deals with the  media  and  promotional
aspects of their respective careers.  He will resign from  the
Board following implementation of the Proposals.

The  Directors  are the only employees of the Company  at  the
date of the document.

Board changes

Conditional upon Admission, Nicholas Cowan will join the Board
as  non-executive director and Jon Cunningham, Zachary Jenkins
and  Brian  Pember  will join as executive  directors.   Nigel
Drummond and David Rogers will assume non-executive roles  and
Peter   Burrell  will  resign  as  a  non-executive  director.
Further details of the Proposed Directors are set out below.

Proposed Directors

Nicholas  Cowan  (Proposed Chairman), aged 58, is a  solicitor
who  was  a  senior  partner  of a law  firm  specialising  in
entertainment.  Leaving this post to move to the USA in  1978,
he  became  President of Shelter Recording Company  and  later
established  Belgravia  Corporation,  an  artistes   mangement
company.   He  returned to England in 1995 and is currently  a
director  of  a  number  of  companies,  including  Trebletrim
Limited,  an  art  and music distribution  company,  Rockyarch
Limited,  an artistes management company, and Sports  Internet
Group plc.

Jonathon  Cunningham   (Proposed Chief  Executive),  aged  24,
joined  Zachary  Jenkins  and  Brian  Penber  to  form  Groove
Technologies in 1996 after leading Bellevue Community College.
He  has been chief executive of Groovetech since its formation
in 1998.

Zachary Jenkins  (Proposed Technical Director), aged 24, is  a
founder  of Groove Technologies and Groovetech.  Between  1992
and  1995  he provided end-user technical support to  internet
users at Cyberquest Inc.  In 1995 he joined RealNetworks  Inc.
becoming  a core test engineer  and left  in 1999 to  take  up
full time employment with Groovetech.

Brian  Pember   (Proposed Creative Director), aged  26,  is  a
founder  of Groove Technologies and Groovetech.  Between  1996
and 1998 he also worked as a freelance graphic designer.

The  Board  intends to appoint a finance director as  soon  as
practicable.   Until  such time, the  responsibility  for  the
finance function will be assumed by Brenda Hay.

Senior Management

Brenda Hay  (Financial Controller of Groovetech), aged 37,  is
a certified public accountant who left Arthur Andersen to join
Groovetech in 1999.

Quentin  'Tintin' Chambers  (Operations Director of Groovetech
Limited),  aged 30, joined Groovetech in 1998.   Between  1998
and  1992  he was at Energy, a dance music promotion  company.
From  1992 to 1995 he was a director of FXTC Limited,  a  disc
jockey  and dance music artiste agency.  In 1995 he  became  a
director  of Cosmic Com Records Limited, an underground  dance
label.

Share Options

On  1st  October, 1999, Mr Drummond, Mr Rogers and Mr  Burrell
were   granted  options  over  150,000,  100,000,  and  60,000
Ordinary Shares, (representing in aggregate 5.96 per  cent  of
the  Existing Ordinary Shares) at an exercise price of 25p per
share.   The main provisions of these options are set  out  in
paragraph 6 of Part VI of the document.

The  Company also proposes to establish the Share Option  Plan
in  order to provide an incentive to employees of the Enlarged
Group  in the future.  The Company is seeking approval of  the
rules  of the scheme at the EGM.  The total number of Ordinary
Shares issuable pursuant to grants of options made within  the
preceding ten years, under the Share Option Plan and all other
share  schemes of the Company (including the schemes  detailed
in   the   paragraph  above  but  not  including  the   Option
Agreement),  shall  not  exceed 15  per  cent  of  the  issued
ordinary share capital of the Company at Admission as enlarged
by  share issues which are offered to shareholders on  a  pre-
emptive basis.

Dividend Policy

The  Directors and Proposed Directors intend to  commence  the
payment  of dividends when it becomes commercially prudent  so
to  do and to pursue a progressive dividend policy broadly  in
line  with  earnings  growth, subject to the  availability  of
distributable reserves and the need to retain funds to finance
the requirements of the Company.

Details of the Placing and Open Offer

The  Company is proposing to raise approximately £3.08 million
(before expenses) by the issue of the Offer Shares pursuant to
the  Placing  and  Open Offer.  Accordingly,  1,950,000  Offer
Shares  have  been  conditionally placed by Insinger  Townsley
subject  to Qualifying Shareholders having the right to  apply
for  such  shares under the Open Offer at a price of 158p  per
share,   free   of  expenses,  pro  rata  to  their   existing
shareholdings on the basis of:

      3 Offer Shares for every 8 Existing Ordinary Shares

held at the close of business on the Record Date and so on  in
proportion  for  any  lesser  or greater  number  of  Existing
Ordinary Shares then held.

Fractional  entitlements  will not be  allotted  but  will  be
aggregated  and  sold in the Placing for the  benefit  of  the
Company.   The   maximum  entitlement   of   each   Qualifying
Shareholder  is indicated on the Application Form accompanying
this  document.   Qualifying Shareholders may  apply  for  any
number of Offer Shares up to their maximum entitlement.

The  Directors,  who  in  aggregate beneficially  own  100,000
Existing  Ordinary Shares, representing 1.9 per  cent  of  the
present   issued   share  capital,  have   maximum   aggregate
entitlements  under  the Open Offer to  37,500  Offer  Shares.
They   have   irrevocably  undertaken   to   take   up   these
entitlements.   Certain other shareholders, who  in  aggregate
own  3,061,000 Existing Ordinary Shares, representing 58.9 per
cent  of  the  present issued share capital, have  irrevocably
undertaken  to subscribe for 216,000 Offer Shares and  not  to
subscribe for the balance of their entitlements under the Open
Offer totalling 931,874 Offer Shares and such shares have been
placed firm by Insinger Townsley with institutional and  other
investors.

An   Application  Form,  containing  details   of   Qualifying
Shareholders entitlements to the Offer Shares will be sent  to
Qualifying  Shareholders today.  The terms of the  Open  Offer
provide   that   Qualifying  Shareholders   who   make   valid
applications  for up to and including their maximum  pro  rata
entitlement will be entitled to receive all such Offer Shares.
An  application to subscribe for Offer Shares may only be made
on the Application Form.

Each  Application  Form  will be personal  to  the  Qualifying
Shareholder(s)  named  thereon and  may  not  be  assigned  or
transferred  other  than to satisfy bona  fide  market  claims
pursuant to the Rules of the London Stock Exchange.

Qualifying Shareholders should be aware that the Open Offer is
not a rights issue and that Insinger Townsley will not attempt
to  procure  subscribers in the market for  Offer  Shares  not
applied for on behalf of those Qualifying Shareholders who  do
not  apply  for their entitlements.  To be treated  as  valid,
completed  Application  Forms and  payment  in  full  must  be
received by IRG plc by 3.00p.m. on 4th May, 2000.

The  Open  Offer  is conditional upon (i) the passing  of  the
resolutions   numbered  1  and  2  to  be  proposed   at   the
Extraordinary  General  Meeting; (ii)  the  Placing  Agreement
becoming   unconditional  in  all  respects  and   not   being
terminated  in accordance with its terms; and (iii)  Admission
becoming effective not later than 4th May, 2000 or such  later
time  or  date  not later than 24th May, 2000 as the  Company,
John East & Partners Limited and Insinger Townsley may agree.

Use of proceeds of the Placing and Open Offer

The net proceeds of the Placing and Open Offer will amount  to
approximately  £2.41 million which will be utilised,  together
with  the existing cash resources of the Company, to fund  the
costs  of  implementing the Proposals to pay the  subscription
price  under the Subscription Agreement and to provide working
capital for the development of the Enlarged Group.

Marketability

Application  will  be  made for the Enlarged  Issued  Ordinary
Share Capital to be admitted to trading on AIM.  Assuming that
the  Resolutions are duly passed at the Extraordinary  General
Meeting,  it is expected that Admission will become  effective
and trading in the Enlarged Issued Ordinary Share Capital will
commence  on 4th May, 2000.  John East & Partners Limited  has
been appointed as the Company's nominated adviser and Insinger
Townsley as the Company's nominated broker for this purpose.

It is emphasised that no application has been or is being made
for  admission of Ordinary Shares to the Official List of  the
London  Stock  Exchange. The rules of AIM are  less  demanding
than those of the Official List.


Timetable of Principal events

Record Date for Open Offer                    17th March, 2000

Latest time for splitting Application Forms
  in respect of the Open Offer
  (to satisfy bona fide market 
  claims only)                   3.00 p.m. on 14th April, 2000

Latest time for receipt of 
  Application Forms
  and payment in full            3.00 p.m. on 18th April, 2000

Latest time for receipt of 
  Forms of Proxy for the 
  Extraordinary General Meeting 10.00 a.m. on 16th April, 2000

Extraordinary General Meeting   10.00 a.m. on 18th April, 2000

Admission effective and trading 
expected to commence                             4th May, 2000

CREST accounts in respect of 
  Placing Shares and Offer Shares 
  credited on                                    4th May, 2000

Share certificates in respect of 
  Placing Shares and Offer Shares 
  despatched by                                 11th May, 2000