Acquisition

Yoomedia PLC
26 November 2004


26 November 2004

                          YooMedia plc (the 'Company')

                                Issue of Equity

  Acquisitions of Digital Interactive Television Group Limited and The Gaming
                                Channel Limited
             Placing of 166,666,667 Placing Shares at 15p per share
                          Admission to trading on AIM
                    Notice of Extraordinary General Meeting

This summary should be read in conjunction with the full text of the following
announcement. A complete list of definitions is available at the end of the full
text of the announcement.

   •The Company has agreed to acquire Digital Interactive Television Group
    ('DITG') and The Gaming Channel ('TGC')
   •The total consideration for the Acquisitions is up to £28 million, to be
    satisfied by the issue of up to 120 million Ordinary Shares, the payment of
    approximately £5.3 million in cash and the repayment of loans totalling
    approximately £4.7 million
   •The Company proposes to raise £25 million (gross) by way of a placing of
    a further 166,666,667 shares in the Company at 15 pence per share.

Further to the announcement on 10 November 2004, YooMedia plc ('the Company'),
the interactive entertainment and media group, today announces it has agreed to
acquire the entire issued and to be issued share capitals of DITG and TGC. The
total consideration for the Acquisitions is up to £28 million, to be satisfied
by the issue of up to 120 million Consideration Shares (including Deferred
Consideration Shares), the payment of approximately £5.3 million in cash and the
repayment of loans due to certain of the Vendors from the Target Group totalling
approximately £4.7 million.

In addition, YooMedia plc proposes to raise £25 million (gross) by way of a
conditional placing of a further 166,666,667 Placing Shares in the Company at 15
pence per Ordinary Share. The Placing has been fully underwritten by Evolution
Securities. Of this gross amount, approximately £10 million will be used to
provide funds for the payment of the cash element of the Acquisitions and the
balance, net of transaction expenses, is for ongoing working capital
requirements for the Enlarged Group.

The Acquisitions and the Placing are conditional on shareholder approval at an
Extraordinary General Meeting to be held on 20 December 2004. Full details of
the Acquisitions are included in this announcement below. A circular has been
posted to Existing Ordinary Shareholders today and is available at the office of
Evolution Securities, 100 Wood Street, London.

DITG provides software sales and support, return path and broadcaster
infrastructure services for digital iTV channels. It has also developed a number
of interactive advertising and scheduling solutions for broadcasters, including
Channel 4, UKTV and five.

TGC provides fixed odds and casino style gambling channels and products through
the medium of broadcast and iTV on Sky. It owns and operates two gambling
channels on the Sky platform: Avago (Channel 181) and Channel 425, which is
extensively promoted by William Hill, which acts as the exclusive betting
partner. In addition to its own channels, TGC also licenses its gambling formats
and games to third-party-owned channels.

The return path division of DITG provides the only third-party commercial
alternative to Sky for activating the return path from a set top box. DITG
provides the broadcast infrastructure services for all of TGC's channels and is
a leading gambling broadcaster on the Sky platform.

Michael Sinclair, Executive Chairman of YooMedia, said: 'This merger creates a
powerhouse with market leadership in the independent interactive digital
industry. Together we have the brands, content, distribution, technical know-how
and the relationships with platforms and broadcasters to satisfy the increasing
appetite for interactive applications in TV, radio mobile and on the internet.'

John Swingewood, Chairman of DITG, said: 'The enlarged group will have a
significant impact on the interactive media landscape in Britain and shows that
we now have an industry that has come of age and can exploit the fast-growing
demand for our services.'

Trading in the Company's shares was suspended at the Company's request on 10
November 2004. Trading is expected to resume at 2.30pm on 26 November 2004. The
New Ordinary Shares are expected to be admitted to AIM on 21 December 2004.

Further enquiries:

YooMedia                                                   020 7462 0870
Michael Sinclair, Executive Chairman
David Docherty, Chief Executive Officer

Powerscourt                                                020 7236 5615
Rory Godson
John Murray
Kirsty Black


Introduction

Your Board announced today that the Company has agreed to acquire subject, inter
alia, to Existing Ordinary Shareholder approval, the entire issued and to be
issued share capitals of Digital Interactive Television Group Limited and The
Gaming Channel Limited (together the 'Target Group'). The total consideration
for the Acquisitions is up to £28 million (based on the Placing Price), to be
satisfied by the issue of up to 120 million Consideration Shares (including the
Deferred Consideration Shares), the payment of approximately £5,327,798 in cash
and the repayment of loans due to certain of the Vendors from the Target Group
totalling approximately £4,672,202. In addition, the Company announced today
that it is raising £25 million (gross) by way of a conditional placing of
166,666,667 Placing Shares at 15 pence per Ordinary Share. Of this gross amount,
approximately £10 million is to provide funds for the payment of the cash
element of the Acquisitions and the balance, net of transaction expenses, is for
ongoing working capital requirements for the Enlarged Group. The Placing has
been fully underwritten by Evolution Securities.

The Acquisitions are, when aggregated, classified as a 'reverse takeover' under
the AIM Rules by virtue of the size of the transaction. As such, the
Acquisitions are subject to the approval of Existing Ordinary Shareholders,
which is to be sought at the Extraordinary General Meeting.

Under the terms of the Placing Agreement, Evolution Securities has agreed,
conditionally on, inter alia, the fulfilment of the conditions as detailed in
the Admission Document, and as agent for the Company, to use its reasonable
endeavours to procure subscribers for the Placing Shares at the Placing Price,
and to the extent that such subscribers are not obtained for any of the Placing
Shares, Evolution Securities shall itself subscribe for such Placing Shares at
the Placing Price.

The Proposals are conditional, inter alia, upon the passing of the Resolution by
the Existing Ordinary Shareholders at the EGM. In aggregate, the Company has
received irrevocable undertakings to vote in favour of the Resolution to be
proposed at the EGM in respect of 70,750,438 Ordinary Shares, representing
approximately 42.54 per cent. of the Existing Issued Ordinary Shares.

The purpose of this announcement is to explain the background to and reasons for
the Proposals and why the Existing Directors believe that the Proposals are in
the best interests of the Company and Existing Ordinary Shareholders as a whole
and to recommend that Existing Ordinary Shareholders vote in favour of the
Resolution.

YooMedia

YooMedia is a leading provider of commercial iTV, internet and mobile products
and content to the UK digital TV and interactive media market. The Company owns
and operates interactive channels on all four UK digital platforms; Sky, ntl,
Telewest and Freeview. The operations of the Group can be split into four key
divisions, as detailed below:

YooMedia Gambling and Games
YooMedia Gambling and Games owns and operates a fixed odds gambling channel,
Fancy a Flutter, on Sky, through both Sky Active and through the Interactive
Main Menu. Fancy a Flutter is also due to launch shortly on the internet.
YooMedia's Gambling and Games division also owns and operates a channel,
YooPlay, which is the only commercial interactive games tv channel to be
broadcast on all four digital television platforms.

As part of YooMedia's gaming operation, the division holds exclusive licences
with a number of leading brands including Wheel of Fortune, Tetris, Baywatch and
Blockbusters. The importance of these recognised brands and the regular
refreshment of the division's gaming content forms an important process in
maintaining and growing the games revenues of the Group. Successful games that
have been launched over the past three months include Push Penny and darts.
Future game releases, planned within the next three months, include Baywatch,
Blockbuster, Santa's Bingo Keno, Casablanca and Roulette.

The Gambling and Games division also licenses gambling and games solutions to
commercial partners; currently these include Turner Broadcasting and At The
Races.
The Enlarged Group Directors estimate that, within the division, Fancy a Flutter
is currently achieving in excess of £1 million of gross bets per month with an
average drop of approximately ten per cent., and that YooPlay is currently
achieving revenue of £120,000 per month.

YooMedia Dating and Chat
YooMedia Dating and Chat offers interactive dating and introductions services to
consumers, on digital iTV, both through Sky Active and also ITV's interactive tv
portal on Sky, the internet, off-line and mobile telephones. The division has
established itself as one of the largest UK owned dating and introductions
businesses with over 1.6 million registered users. The division also provides
chat services on cable television and has trialled broadcaster chat services
with Sky One, Sky News and Sky Sports.

The division has grown substantially in the last two years through both organic
and acquisitive growth. Acquisitions have included the Dateline and Club Sirius
dating businesses together with the introductions businesses of Avenues and
Cavendish. The Directors believe that the division currently has a significant
market presence within the growing UK offline dating market.

The Enlarged Group Board believes the division will achieve increased market
share and significant growth during 2005 through the development and re-launch
of the main dating brands across the whole of the YooMedia Group's interactive
media platforms. Other initiatives also include, the proposed launch of a
subscription based chat service on ntl in the first quarter of 2005 and the
re-launch of an existing subscription based chat service on Telewest this year.

YooMedia Mobile
YooMedia Mobile consists of two businesses, Trigger TV and Whoosh. The Company's
subsidiary, Trigger TV Limited ('Trigger TV'), owns the rights to a patented
technology that delivers real time messages and data to mobile devices,
synchronised with the broadcast stream to either a television or radio. This
technology is patented in the UK and Singapore with patents pending in a number
of jurisdictions around the world. Pilots of this technology have been carried
out with Turner Broadcasting, the BBC and Fox Entertainment.

Separately, YooMedia acquired Whoosh Group Limited ('Whoosh') in July 2004.
Whoosh is a leading SMS broadcast and marketing services company with
complementary technology to Trigger TV for time date stamping the return message
from mobile phones. Whoosh also brought to YooMedia Mobile an experienced
management and sales team. Existing Whoosh contracts are with customers
including the BBC, Celador (the producers of 'Who Wants to be a Millionaire'),
Endemol, HR Owen and Nestle.

iPublic
Within this YooMedia Group division, the Company has formed a specialist
business unit called iPublic, focussed on delivering solutions for central and
local government. As part of this division's expansion, the Company acquired
MMTV Limited in September 2004. The Company also has ongoing relationships with
BT, ITnet, Agilisys for local government and a contract with the Office of the
Deputy Prime Minister for electronic voting through television.

Background to and reasons for the Acquisitions

YooMedia has established itself as one of the UK's leading independent companies
in the high growth area of interactive entertainment. Since the beginning of
2002, YooMedia has assembled a new and experienced management team who have
implemented a strategy focused on new product creation and distribution and
revenue growth (both organic and through acquisition) whilst maintaining a close
control of costs.

As part of this ongoing strategy, the YooMedia Group has evaluated and completed
a number of acquisitions. As part of this process, the Board first commenced
discussions with the directors of DITG and TGC in July 2004. Since this time,
the Enlarged Group Directors have developed an understanding of the respective
businesses, and believe the Acquisitions represent an opportunity for the
Enlarged Group to create one of the leading independent interactive media groups
in the UK.

While the Existing Directors believe that the YooMedia Group would be able to
develop and exploit similar opportunities itself, they recognise the significant
time and expense this would take and the benefit of cost saving synergies that
the Acquisitions will bring to the Enlarged Group.

Market Opportunity
The core market opportunity available to the Enlarged Group is the growth of
digital television and mobile services coupled with its ability to offer
interactive services to consumers. The Enlarged Group Board are of the belief
that, as digital take-up increases, so will the prospects and financial
performance of the Enlarged Group.

The opportunity for interactive television
The UK currently has the highest digital television penetration per household in
the world and as such leads the world in deployed iTV services. At present,
there are at least thirteen million digital television households in the UK,
with the Government intending to convert the remaining ten million households to
digital by 2010. This conversion will allow every household in the UK with a
television to access interactive services via the 'red-button' on the remote
control from their set-top box or via their mobile phone.

Evidence of the growth of interactive services has been seen during 2004, with
the commercial mainstream broadcasters, ITV, Channel 4 and five, joining Sky and
the BBC as providers of iTV portal services accessible through the red button.
The growth of iTV was recently highlighted by the BBC's interactive Olympics
service which was accessed by approximately nine million viewers whereas only
approximately six million people used the BBC's Olympics internet site.
Television formats are also increasingly being devised with interactivity at
their core, such as 'I'm A Celebrity Get Me Out of Here'. The popularity of
these programmes has led the Enlarged Group Board to believe there is an
increased consumer awareness and acceptability of iTV services.

The growth opportunities for the Enlarged Group
The Enlarged Group aims to exploit the growth of digital television and next
generation mobile devices by offering interactive services through the following
four growth sectors:

Gambling and Games
The iTV gambling market on Sky was estimated to be worth £117 million in 2003
and is forecast to grow, alongside games revenue and other Sky interactive
revenues, to £418 million by 2006. Furthermore, independent research predicts
that the UKiTV gambling market will reach £1.7 billion in 2007.

The Enlarged Group Board believes that, in addition to the growth of iTV, one of
the main drivers for growth within gambling and games will be the opportunity
available to the Enlarged Group following deregulation within the betting
industry. The Gambling Bill, as published on 19 October 2004, seeks for the
first time to regulate 'remote gambling' and so lift some of the existing rules,
which restrict the provision of certain products remotely. This provides the
potential opportunity for current iTV gambling to expand away from pure fixed
odds betting to all aspects of gambling, including skill based games and casino
style games, such as multi-player poker. Assuming the Bill becomes law, it is
likely that these games will be offered remotely under an appropriate licence
from the Gaming Commission whether from iTV, the internet or mobile and the
Enlarged Group Board believes that it will then become possible to cross-market
them across the different platforms.

Dating and Chat
The UK dating market is continuing to grow, with estimates currently showing the
market to be worth £43 million annually. A large proportion of future growth is
believed to derive from on-line dating, which is forecast to increase from £2.6
million in 2002 to £14 million in 2007.

YooMedia Mobile
A key factor in the growth of interactive services to consumers is the rise of
mobile interactivity and text-to-tv services over the past few years. Indeed, by
the end of 2005, it has been predicted that worldwide annual tv-based mobile
interactivity will be worth US$1.3 billion. YooMedia's Mobile division can offer
consumer targeted marketing using its patented Trigger TV and radio products and
its time date stamping for return path SMS messaging services.

iPublic
The Enlarged Group Board believes that there is a large opportunity within the
central and local government market for businesses such as YooMedia. In recent
years, the Government has begun to investigate new and innovative ways it can
utilise the internet, iTV and mobile services. As an example, the Government has
already conducted certain pilot studies to assess the potential uses for
interactive services within the NHS.

The Acquisitions

DITG was formed by John Swingewood and Peter Wilkinson as an alternative
supplier to Sky of technologies for the iTV sector. Shortly afterwards, TGC was
formed (by them) to exploit this technology in the gambling sector. DITG owns a
20 per cent. stake in TGC and since the two companies share a largely common
shareholder base this is sufficient to be considered effective control. As a
result, the Target Group has been preparing consolidated accounts since February
2004.

Digital Interactive Television Group Limited

DITG commenced trading in July 2001 and provides software sales and support,
return path and broadcaster infrastructure services for digital iTV channels.
DITG has grown both organically and through acquisition. It acquired the studio
assets formerly owned by The Money Channel, a software development business
called Digital Impact and a return path business called GoInteract.

Software Development
The software sales and support services business of DITG delivers iTV solutions
to broadcasters using its development team based in Exeter. This team developed
the technology behind the Avago Channel and successfully integrated TGC's
gambling products with William Hill's customer account system. The team
specialise in producing software that works on Sky's set top boxes and has
developed DITG's own browser technology that facilitates easier development of
certain iTV applications. It has also developed a number of interactive
advertising and scheduling solutions for major customers, including Channel 4,
UKTV, five and ZIP TV.

Return Path
The return path division of DITG provides the only third party commercial
alternative to Sky for activating the return path from a set top box. By
providing this service it is able to handle financial transactions, voting and
other responses made by a consumer on behalf of certain broadcasters, including
the BBC.

Broadcast infrastructure services
In addition to broadcasting TGC's betting services, DITG provides broadcasting
infrastructure services for a number of third party and co-developed channels.
These are typically channels whose revenues are principally generated through
the provision of interactive services. The division's customers include Nation
217 (a quiz/competition channel), Exchange & Mart TV (an extension of the
magazine brand) and GameIn TV (a gambling channel).

DITG achieved turnover of £19.88 million for the financial year ended 31 March
2004 and a loss before tax of £4.54 million. In the period prior to
consolidation, £6.19 million of DITG's revenue related to billings to TGC.

The Gaming Channel Limited

TGC provides fixed odds and casino style gambling channels and products through
the medium of broadcast and iTV on Sky. It owns and operates two gambling
channels on Sky, Avago (Channel 181) and Channel 425, the latter of which is
extensively promoted by William Hill who act as the exclusive betting partner.
In addition to its own channels, TGC also licenses its gambling formats and
games to third-party owned channels. In all cases TGC provides access to its
formats and systems in return for a share of the margin. DITG provides the
broadcast infrastructure services for all of TGC's channels and is a leading
gambling broadcaster on the Sky platform.

The Avago TV channel pioneered the development of video-rich iTV gambling
services following its launch in July 2002. As well as offering the presenter
hosted Avago Balls game, the Avago TV channel offers roulette, virtual
horseracing and a number of other popular fixed odds betting formats. Despite
minimal marketing effort, this channel has attracted a base of over 120,000
registered users who are able to bet and transact using their Sky remote
control.

The most significant third party relationship is an exclusive contract with
William Hill, which promotes and provides content for Channel 425. This Sky
channel was launched on 6 October 2004 and features a live evening betting
programme produced by TGC and content, such as live racing, which is supplied by
William Hill. Viewers, pressing the red button on their Sky remote control, are
able to access existing, or open new, William Hill accounts and make a variety
of betting transactions using their remote control. All William Hill's internet
account customers who have Sky are able to bet on the services using their
existing accounts and William Hill is committed to marketing and promoting the
channel via its betting shops and other media. In this way, William Hill is able
to offer the Channel 425 viewer similar fixed odds betting services to those
offered through its betting shops, including access to games similar to those
found on their fixed odds betting terminals. Although sports betting services
are not available via Channel 425 today, the Enlarged Group Board believes that
such services may be added at a later stage.

TGC's betting formats are also available through four other channels: GameIn TV,
Get Lucky, Nation 217, and the Teletext service on Channel 4. The Enlarged Group
Board also anticipates finalising agreements with two other broadcasters within
three months from Admission.

The Gaming Channel achieved turnover of £40.64 million for the financial year
ended 31 March 2004 and a pretax loss of £3.69 million. In September 2004, the
Enlarged Group Directors estimated that the retail division of TGC (including
Avago) achieved gross bets of over £5 million with an average drop of
approximately 11 per cent. In addition, the Enlarged Group Directors expect
enhanced revenue growth following the launch of Channel 425 and its ongoing
promotion by William Hill.


Terms of the Acquisitions

Under the terms of the DITG Acquisition Agreements, the Company has
conditionally agreed to acquire the entire issued share capital of DITG from the
shareholders of DITG ('the DITG Vendors') for an initial consideration of
£14,477,453. The consideration is to be satisfied on Completion by the issue of
64,999,711 Consideration Shares, a payment of £2,959,875 in cash and the
repayment of loans due to certain of the DITG Vendors totalling £1,767,621. A
number of Deferred Consideration Shares have been held back pending calculation
of the net current liabilities of DITG and TGC on a consolidated basis. On
Admission, if the net current liabilities of the Target Group on a consolidated
basis exceed £9.8 million then the number of Deferred Consideration Shares will
be reduced on a proportionate basis. Any additional consideration due to the
DITG Vendors will solely be satisfied by the allotment and issue to them,
credited as fully paid, of up to 1,666,659 Deferred Consideration Shares.

The DITG Acquisition Agreements are conditional, inter alia, on the passing of
the Resolution and Admission. Under the terms of the DITG Acquisition
Agreements, the Covenantors have given normal commercial warranties and an
indemnity in respect of the taxation liabilities of DITG prior to Admission,
such warranties and indemnity being limited as to time and amount.

Under the terms of the TGC Acquisition Agreements, the Company has conditionally
agreed to acquire the entire issued share capital of TGC (save for the ordinary
shares in TGC which are held by DITG) from the shareholders of TGC (other than
DITG) ('the TGC Vendors') for an initial consideration of £13,072,547. The
consideration is to be satisfied on Completion by the issue of 52,000,289
Consideration Shares, a payment of £2,367,923 in cash and the repayment of loans
due to certain of the TGC Vendors totalling £2,904,581. A number of Deferred
Consideration Shares have been held back pending calculation of the net current
liabilities of the Target Group on a consolidated basis. On Admission, if the
net current liabilities of the Target Group on a consolidated basis exceed £9.8
million the number of Deferred Consideration Shares will be reduced on a
proportionate basis. Any additional consideration due to the TGC Vendors will
solely be satisfied by the allotment and issue to them, credited as fully paid,
of up to 1,333,341 Deferred Consideration Shares.

The TGC Acquisition Agreements are conditional, inter alia, on the passing of
the Resolution and Admission. Under the terms of the TGC Acquisition Agreements,
the Covenantors have given normal commercial warranties and an indemnity in
respect of the taxation liabilities of TGC prior to Admission, such warranties
and indemnity being limited as to time and amount.


Key strengths of the Enlarged Group

The Enlarged Group Board considers the Enlarged Group's key strengths to be:
• its position as one of the UK's leading iTV entertainment and digital
solutions companies;
• a balanced portfolio of revenue streams and profit centres in the key high
growth market sectors;
• an ability to achieve higher operating margins, through the realisation of
revenue enhancing and cost saving synergies after the Acquisitions;
• ownership of customer brands and channels and the ability to market and
promote other Enlarged Group products and services across other interactive
media platforms;
• a number of strong strategic partnerships, including a close working
relationship with Sky; and
• significant technological and contractual barriers to entry with a limited
number of competitors.

The Enlarged Group Board considers that, following Completion, the Enlarged
Group will be able to utilise these key strengths and maximise its growth
opportunities in the future.



Business Strategy of the Enlarged Group

The Acquisitions will create one of the largest independent iTV and media
businesses in the UK. The key strategy of the Enlarged Group will be to exploit
fully the operating strengths within YooMedia, DITG and TGC and in so doing
build on the benefits and opportunities that are provided by combining the
businesses into a single entity.

The Enlarged Group Board has identified the following as key objectives:
• achieve positive cashflow for the Enlarged Group by 31 March 2005. The
Enlarged Group Directors have targeted this period based on anticipated revenue
growth and margin improvements within the Enlarged Group. The Enlarged Group
Directors have prepared a detailed integration plan which they intend to
implement immediately following Completion;
• cement its position and become one of the largest broadcasters of gambling
channels and interactive services in the UK. A key element of this strategy will
be the continued promotion of Channel 425 by working closely with William Hill
to develop the channel and expand the service to cable;
• launch of new broadcasting channels to expand the Group's dating and games
brands using DITG's existing technology, infrastructure and other resources;
• expand the service offering of the iPublic division, taking advantage of the
Government's desire to provide public information and transaction services
through iTV and mobile;
• expand the business into new international territories following the growth of
digital television, particularly in the US where the Enlarged Group Board
believes digital television will continue to grow; and
• develop and expand its portfolio of mobile and text to TV services both for
broadcasters looking to increase interactivity and for retailers looking to
increase consumer awareness of their brands.


Current Trading and Prospects

Current Trading of YooMedia
Since the announcement of the interim results for the six months ended 30 June
2004 YooMedia has continued to trade in line with the Existing Directors'
expectations.

Fancy a Flutter, which was bought from Rank and NDS in March 2004, was
successfully transferred to its own independent operating system, on schedule,
in October 2004. Revenue generation from Fancy a Flutter declined in July and
August 2004 due to the contracts in place at the time preventing the
installation of new games and the seasonal decline experienced during the summer
months. Trading in September and October 2004, however, has been more robust,
with monthly revenues exceeding the annual divisional average. Fancy a Flutter
is currently achieving approximately £1 million of gross bets per month with an
average drop of approximately 10 per cent.

The Dating and Chat division has shown steady growth in revenue since it was
acquired in June 2004. Cost cutting measures have been implemented and the
division is currently operating at a breakeven level. The Existing Directors
expect that revenue will increase as the experienced management team from Jiles
Limited continues to improve the performance of Dateline and Club Sirius. The
division recorded turnover of approximately £400,000 in October 2004 at an
average margin of approximately 65 per cent. Yoo Chat has significantly reduced
the churn of subscribers and the subscriber base has increased by approximately
17 per cent. since the beginning of the year.

Both the YooMedia Mobile and iPublic divisions continue to make progress and
create opportunities for the Group with monthly losses reducing as revenues
continue to pick up.

Current Trading of the Target Group

Gambling revenue, within both DITG and TGC, dropped marginally during the
seasonally slower summer months but has improved in September and October 2004.
Between April and September 2004 monthly gross revenue increased by 17 per cent.
with further increases expected by the Enlarged Group Board following the
successful launch of Channel 425, sponsored by William Hill, in October 2004. In
September 2004 the retail division (including Avago) recorded gross bets of over
£5 million with an average drop of approximately 11 per cent.

The remaining DITG and TGC divisions, predominantly incorporating digital
solution activities, have recorded consistent revenue since the year ended 31
March 2004.

Current Trading and Prospects of the Enlarged Group
The Enlarged Group Directors estimate that, on an annualised basis, the revenues
(with gambling revenues recorded net) of the Enlarged Group have grown by
approximately 48 per cent. in the 10 months to 31 October 2004.

The Enlarged Group Directors estimate that the Enlarged Group will have pro
forma fixed costs of approximately £1.7 million per month (post implementation
of synergy savings). In October 2004, the Enlarged Group Directors estimate that
on a pro forma basis the Enlarged Group would have recorded revenue of
approximately £1.8 million (with gambling revenues recorded net) with an
approximate contribution of 67 per cent. of this amount.

The Enlarged Group Board is confident that the Enlarged Group will achieve
positive cash flow by 31 March 2005. This is based on expected financial cost
savings (further described in the section headed 'Financial Effects of the
Proposals' in this announcement) and the revenue growth anticipated by the
Enlarged Group Board from the provision of services in the iTV market and
pursuant to the William Hill agreement.

Given the current trading and market positioning of the Enlarged Group, the
Enlarged Group Directors view the financial prospects of the Enlarged Group with
confidence.


Competition

The Enlarged Group Board believes that successful entertainment companies, in
the rapidly growing iTV sector, will be those that have the capability to
operate on all digital platforms and create unified brands across television,
internet and mobile. The Enlarged Group Board believes that the Enlarged Group
will benefit from this, as it will become the only independent operation,
following Completion, to have this offering.

The relationship with Sky will continue to be important to the Enlarged Group.
Over previous years YooMedia, DITG and TGC have all fostered close working
relationships with Sky despite offering apparently competitive services, such as
YooPlay on the Interactive Main Menu and the broadcast of competing channels.
However, it should be noted that these products and services all generate
additional incremental revenue for Sky. Furthermore, YooMedia has a number of
revenue sharing arrangements in place with Sky, including Dateline and Fancy a
Flutter; and Sky has chosen to broadcast these services through its own
interactive portal, Sky Active.

The broadcast regulator, Ofcom, regulates the Sky platform which ensures that
the Enlarged Group should be able to broadcast its TV and interactive channels
on Sky. The Enlarged Group Board intends to continue to develop its already
strong working relationship with Sky.


Financial Effects of the Proposals

The successful integration and consolidation of YooMedia, DITG and TGC is key to
the future prospects of the Enlarged Group. On the basis of aggregating the
financial results of the ongoing operations of YooMedia, DITG and TGC from the
most recent financial years (being December 2003 and March 2004 respectively)
the Enlarged Group would have had illustrative aggregate turnover of £61.27
million (gross of intra-group sales) and an operating loss of £13.45 million.
These figures have been prepared for illustrative purposes only and no account
has been taken of the amortisation of goodwill which arises on completion of the
Acquisitions. It is emphasised that the illustrative figures do not relate to a
statutory reporting entity and do not constitute a forecast of future
performance.

The Enlarged Group Board expects to be able to implement minimum cost savings of
approximately £2 million for the Enlarged Group per annum. Principally this will
be through the removal of duplicated fixed costs and the increase in purchasing
power. The Existing Directors are confident of the Enlarged Group's ability to
consolidate the businesses principally into one entity as, during 2004, a number
of businesses were consolidated into the YooMedia Group, thus allowing the
Enlarged Group to benefit from the experience of the management team and the
existing infrastructure available to reduce cost centres and centralise various
back office activities. The Enlarged Group Board has indicated that it is its
intention following implementation of the Proposals to safeguard the existing
employment rights, including pensions rights, of the employees of the Enlarged
Group.

The Enlarged Group Board expects the Enlarged Group to achieve positive monthly
operating cashflow by 31 March 2005. Further to this, when the Enlarged Group
achieves profitability it will utilise its accumulated tax losses, which are
estimated to be approximately £29 million.

Use of Proceeds

The gross proceeds of the Placing receivable by the Company are approximately
£25 million. The gross proceeds receivable by the Company will be used as
follows:
• £5.3 million cash consideration for the Acquisitions;
• £4.7 million repayment of loans in DITG and TGC;
• £3.5 million advisors fees and restructuring charges;
• £9.3 million to fund the net current liabilities in DITG and TGC; and
• £2.2 million development finance for existing services.


Dealings and trading

Trading in the Company's Existing Issued Ordinary Shares on AIM was suspended on
Wednesday 10 November 2004. It is anticipated the trading in the Company's
Existing Issued Ordinary Shares will re-commence on AIM on 26 November 2004.
Application has been made by the Company for the New Ordinary Shares to be
admitted to trading on AIM and the Existing Issued Ordinary Shares to be
re-admitted to AIM on completion of the Proposals. Subject to completion of the
Proposals, trading in such New Ordinary Shares is expected to commence at 8.00
a.m. on 21 December 2004.

If the Proposals are not completed, the Existing Issued Ordinary Shares will
continue to be traded on AIM, the Acquisitions and Placing will not take place,
the New Ordinary Shares will not be admitted to trading on AIM, the Proposed
Directors will not join the Board and Andrew Fearon, Eddie Abrams, Bernard
Fairman and Lord Evans of Watford will remain on the Board.


Proposed Directors of the Enlarged Group


Details of the Enlarged Group Directors following implementation of the
Proposals are as follows:


Directors

Dr. Michael Sinclair, Executive Chairman, Age 61
Dr. Michael Sinclair holds numerous directorships in both the UK and USA.
Michael is Chairman of Sinclair Montrose Trust Ltd and AIM traded Totally plc as
well as being a director of Magnet Films. In 1986 he founded Lifetime
Corporation, a NYSE listed company which was sold in 1993 for over US$600
million.

John Swingewood, Vice Chairman, Age 50
John Swingewood founded both DITG and TGC in 2001 having previously been
responsible for launching interactive TV sports betting whilst Director of New
Media at Sky. Before joining Sky, John held a number of positions at British
Telecom including Director of Internet and Multimedia, and General Manager,
Broadcast TV Services. John is chairman of DITG and is also CTO of InTechnology
plc. His directorships include InTechnology plc, GetMedia plc, Mobile Tornado
International Ltd and Eescape Holdings Ltd.

Dr David Docherty, Chief Executive Officer, Age 47
Dr David Docherty was previously Managing Director of Broadband at Telewest,
where he was responsible for a range of broadband content and services in
health, games and entertainment. He was Deputy Director of Television and
Director of New Media at the BBC, where he was responsible for the teams that
launched UKTV, BBC Three, BBC America and BBC.co.uk.

Jonathan Apps, Chief Financial Officer, Age 40
Jonathan Apps is a chartered accountant having qualified with Coopers & Lybrand
and was previously CFO at Music Choice Europe plc, a listed company providing
non-stop music programming to digital TV platforms in the UK and Europe. Prior
to that he was CFO of e-capital investments plc, an AIM listed technology
investment fund and had spent four years in regional finance director roles for
Equant NV a global telecoms provider that operates the world's largest fibre
optic network.


Non-Executive Directors

Leo Noe, Age 51
Leo Noe has been active in the property industry for over 30 years. He
previously established Lee Baron Commercial Ltd, a firm of property consultants,
where he still holds the position of Non-Executive Director. He is currently a
Partner in REIT Asset Management, which had approximately £2 billion of funds
under management as at January 2003. REIT has offices in Germany and Israel and
has a wholly owned venture capital company, REIT Corporate Finance. Leo joined
the YooMedia Board in August 2003.

Richard Blake, Age 68
Richard Blake is the senior non-executive director. He has been a non-executive
director and chairman of the audit committee since March 2000. He was a partner
in Baker Tilly and was chairman of the firm at the time of his retirement in
1993. Richard is a non-executive director of Filtronic plc and sits on the board
of The Attenborough Group, Dragon Film Studios and Promenade Enterprises Ltd.

Jeremy Fenn, Age 41
Jeremy Fenn qualified as a chartered accountant in 1988. He joined Caspian Group
plc in 1996 as finance director and played a key role in the acquisition of
Leeds United Holdings plc in 1996. Jeremy was appointed as managing director of
Leeds United Football Club plc in early 1997. In June 1999, Jeremy joined Sports
Internet Group plc as chief executive officer and oversaw its sale to Sky plc
for £301 million in July 2000. He remained as an executive director of
Skysports.com, a trading division of Sky plc, until January 2004. He is
non-executive chairman of GetMedia plc and consults for a number of companies in
the technology, media and telecommunications sectors.


Employee Share Schemes

The Company currently has two share option schemes, the Approved Scheme and the
Unapproved Scheme. In addition the Company has entered into personal EMI Options
and has granted certain unapproved share options to certain of the Directors and
employees of the Group.

As part of the terms of the Acquisitions, it is the Company's intention that the
holders of options to subscribe for ordinary shares in DITG and TGC be permitted
to swap their existing options for new unapproved options in the Company
pursuant to the terms of the New Unapproved Share Option Scheme, whose adoption
is proposed at the Extraordinary General Meeting by the proposal of the
Resolution. It is also proposed that the Hughes and Hancock Options will be
entered into on Admission. These options vest on Admission and, to the extent
that they are exercised, are then subject to orderly market arrangements for six
months after the vesting date. This will result in the aggregate grant of
options over 8,108,178 Ordinary Shares representing 1.80 per cent. of the
Enlarged Issued Share Capital.

In addition, the Enlarged Group Directors intend to grant options over a total
of 16,000,000 Ordinary Shares at the Placing Price to the Enlarged Group Board
and to employees of the Group immediately following Admission. These options
will all be granted under the New Unapproved Share Option Scheme. Immediately
following Admission, there will be 35,953,688 Ordinary Shares under option
pursuant to the various schemes and agreements described above, representing
7.99 per cent. of the Enlarged Issued Ordinary Share Capital.


Lock-in arrangements

In accordance with the Placing Agreement and the Acquisition Agreements, each of
the Existing Directors, the Proposed Directors, Peter Wilkinson, Neil MacDonald
and certain of the remaining Vendors, who, individually on Admission, will hold
more than 1 per cent. of the Enlarged Issued Ordinary Share Capital have agreed,
subject to certain exceptions, that they will not dispose of any of their
shareholdings in the Company held by or on behalf of that Director or Proposed
Director or Shareholder at the date of Admission until the earlier of 31 March
2006 and the publication of the audited results of the Company for the year
ended 31 December 2005 without the prior written consent of Evolution
Securities. They have also agreed to orderly market provisions for the 12 months
thereafter. In aggregate, the lock-in arrangements referred to in this paragraph
are in respect of 127,143,000 Ordinary Shares, representing 28.26 per cent. of
the Enlarged Issued Ordinary Share Capital.

Certain of the remaining Vendors have undertaken to Evolution Securities that,
subject to certain exceptions, they will not dispose of their Ordinary Shares in
the Company for a period of six months from the date of Admission without the
prior written consent of Evolution Securities. They have also agreed that they
will only dispose of their Ordinary Shares in the six months thereafter through
Evolution Securities in such orderly manner as it shall reasonably determine.
The lock-in arrangements referred to in this paragraph are in respect of
14,677,069 Ordinary Shares, representing 3.26 per cent. of the Enlarged Issued
Ordinary Share Capital.

One of the Vendors has undertaken to Evolution Securities that, subject to
certain exceptions, it will not dispose of its Ordinary Shares in the Company
for a period of three months from the date of Admission without the prior
written consent of Evolution Securities. It has also agreed that it will only
dispose of its Ordinary Shares for the three month period thereafter through
Evolution Securities in such orderly manner as it shall reasonably determine.
The lock-in arrangement referred to in this paragraph are in respect of
14,040,000 Ordinary Shares, representing 3.12 per cent. of the Enlarged Issued

Extraordinary General Meeting


The Extraordinary General Meeting of the Company to be held at the offices of
YooMedia plc, Northumberland House, 155-157 Great Portland Street, London W1W
6QP at 2.30 p.m. on 20 December 2004. At this meeting the following Resolution
will be proposed to:

(a) increase the authorised share capital of the Company;
(b) approve the Acquisitions for the purposes of Rule 13 of the AIM Rules;
(c) grant authority to allot the New Ordinary Shares, the Deferred Consideration
Shares, 3,295,797 new Ordinary Shares pursuant to the Hughes and Hancock Options
and an additional 149,993,100 Ordinary Shares;
(d) appoint John Swingewood and Jeremy Fenn to the Board of the Company;
(e) approve and adopt the New Unapproved Share Option Scheme;
(f) disapply statutory pre-emption rights; and
(g) adopt the New Articles.

The Resolution gives authority to the Directors to allot shares otherwise than
pro rata to Shareholders but this authority is limited to (i) the allotment of
the Placing Shares for the purpose of the Placing, (ii) the allotment of
Ordinary Shares by way of a rights or other pro rata issue in the future (iii)
the allotment of 3,295,797 Ordinary Shares pursuant to the Hughes and Hancock
Options and (iv) the allotment of up to 44,500,000 Ordinary Shares for cash (for
any purpose).

To be passed, the Resolution, which is a special resolution and is conditional
on Admission, requires a majority of not less than 75 per cent. of the
Shareholders voting on a poll in person, or by proxy, in favour of the
resolution at the Extraordinary General Meeting. If the Resolution is not passed
none of the Proposals can be implemented.


Details of the placing

The Company proposes to raise approximately £23 million (net of expenses) by the
issue of 166,666,667 Placing Shares at 15p per share. The net cash proceeds of
the Placing will be to fund the cash element of the Acquisitions, to provide
additional working capital for the Enlarged Group and to fund the costs relating
to the Acquisitions and Admission.

Leo Noe, a Director of the Company, has agreed to subscribe for 3,500,000
Placing Shares at the Placing Price pursuant to the Placing.

The Placing Shares will represent 100.2 per cent. of the Existing Issued
Ordinary Shares and 37.04 per cent. of the Enlarged Issued Ordinary Share
Capital. The Placing has been fully underwritten by Evolution Securities. The
Placing Shares will, when issued and fully paid, rank pari passu in all respects
with the Existing Issued Ordinary Shares.
Evolution Securities has conditionally agreed, as agent for YooMedia, to use its
reasonable endeavours to procure cash subscribers for the Placing Shares to be
issued under the Placing. To the extent that it fails to procure cash
subscribers for all or any the Placing Shares, Evolution Securities has
conditionally agreed to subscribe itself, as principal, at the Placing Price for
such shares. The Placing Shares are not being made available to Existing
Ordinary Shareholders in proportion to their holdings of Existing Issued
Ordinary Shares, or otherwise.

The Placing is conditional, inter alia, upon the Resolution being passed at the
Extraordinary General Meeting to be held at 2.30 p.m. on 20 December 2004, the
Placing Agreement becoming unconditional and not being terminated in accordance
with its terms and Admission occurring by no later than 8.00 a.m. on 21 December
2004, or such later date (being no later than 8.00 a.m. on 31 December 2004) as
Evolution Securities and the Company may decide.



Expected Timetable of Principal Events

Re-listing of Existing Issued Ordinary Shares            26 November 2004
Latest date and time for receipt of completed Forms of   2.30 p.m. on 18
Proxy                                                    December 2004
Extraordinary General Meeting                            2.30 p.m. on 20
                                                         December 2004
Admission and dealings to commence in the                8.00 a.m. on 21
                                                         December 2004
New Ordinary Shares on AIM
Delivery in CREST of New Ordinary Shares to be held in   8.00 a.m. on 21
uncertificated form                                      December 2004
Despatch of definitive share certificates in respect     By 5 January 2005
of
New Ordinary Shares to be held in certificated form


Acquisitions and Placing Statistics

Placing Price                                                      15 pence
Estimated net proceeds of the Placing to be received by the        £23.0
Company (including VAT)                                            million
Number of New Ordinary Shares being issued pursuant to the
Acquisitions (including the Deferred Consideration Shares)         120,000,000
Number of New Ordinary Shares being issued pursuant to the
Placing                                                            166,666,667
Number of Ordinary Shares in issue following the Acquisitions
and the Placing (excluding the Deferred Consideration Shares)      449,979,389
Market capitalisation at the Placing Price following completion of £67.5
the Acquisitions and the Placing                                   million
New Ordinary Shares (including the Deferred Consideration Shares)  172.4 per
expressed as a percentage of the Existing Issued Ordinary Shares   cent


Definitions

'Acquisitions'    the proposed acquisition by the Company of the entire issued
                  and to be issued share capitals of DITG and of TGC (other than
                  those shares already owned by DITG) in accordance with the
                  terms of the Acquisition Agreements
'Acquisition      the DITG Acquisition Agreements and the TGC Acquisition
Agreements'       Agreements
'Act'             the Companies Act 1985, as amended
'Admission'       the admission of the New Ordinary Shares and the re-admission
                  of the Existing Issued Ordinary Shares to trading on AIM
                  becoming effective in accordance with Rule 6 of the AIM
                  Rules
'Admission        the AIM admission document published by the Company and dated
Document'         26 November 2004, drawn up in accordance with the AIM Rules
'AIM'             the AIM securities market, as owned and operated by the London
                  Stock Exchange
'AIM Rules'       the rules published by the London Stock Exchange governing
                  admission to, and the operation of, AIM, as amended from time
                  to time
'Approved         the Company's approved share option scheme which was adopted
Scheme'           by the Company on 28 January 2000
'Articles'        the articles of association of the Company as at the date of
                  the Admission Document
'Canada'          Canada, its provinces, territories or possessions
'Completion'      completion of the Proposals
'Consideration    the 117,000,000 Ordinary Shares to be issued on Admission,
Shares'           credited as fully paid, pursuant to the terms of the
                  Acquisition Agreements (which exclude for the avoidance of
                  doubt the Deferred Consideration Shares) at 15 pence per
                  share
'Covenantors'     Peter Wilkinson, John Swingewood, Jeremy Fenn, Neil MacDonald,
                  Mark Hughes and Simon Hancock
'CREST'           the relevant system (as defined in the CREST Regulations) in
                  respect of which CRESTCo Limited is the Operator (as defined
                  in the CREST Regulations)
'CREST            the Uncertificated Securities Regulations 2001 (SI 2001 No.
Regulations' or   3755)
'Regulations'
'Deferred         up to 3,000,000 new Ordinary Shares in aggregate which may be
Consideration     issued to the Vendors, in addition to the Consideration
Shares'           Shares, pursuant to the terms of the Acquisition Agreements
'Deferred         the deferred shares of 1p in the capital of the Company
Shares'
'DITG'            Digital Interactive Television Group Limited, company
                  registration number 4249015
'DITG Group'      DITG and its subsidiary undertakings
'DITG Acquisition the conditional acquisition agreements dated 26 November 2004
Agreements'       between the Company and the shareholders of DITG to acquire
                  the entire issued and to be issued share capital of DITG
'DITG Shares'     the ordinary shares of 1p each in the capital of DITG
'EMI Options'     means the enterprise management incentive options granted by
                  the Company to the directors of the Company or employees of
                  the Group pursuant to Chapter 9 and Schedule 5 of the Income
                  Tax (Earnings and Pensions) Act 2003 (the current applicable
                  legislation) or Schedule 14 of the Finance Act 2000 (the
                  previously applicable legislation)
'Enlarged         the Company and its subsidiary undertakings, following
Group'            Completion
'Enlarged Group   the directors of the Company upon and following Admission
Board' or
'Enlarged Group
Directors'
'Enlarged Issued  the entire issued ordinary share capital of the Company
Share Capital'    immediately following Completion, comprising the Existing
                  Issued Ordinary Shares and the New Ordinary Shares
'Evolution        Evolution Securities Limited, the Company's nominated adviser
Securities'       and broker, a member of the London Stock Exchange and
                  regulated in the United Kingdom by the Financial Services
                  Authority
'Existing         the board of directors of the Company at the date of the
Directors',       Admission Document
'Directors' or
'the Board'
'Existing         a holder of an Existing Issued Ordinary Share
Ordinary
Shareholder'
'Existing Issued  the 166,312,722 Ordinary Shares in issue at the date of the
Ordinary          Admission Document
Shares'
'Extraordinary    the extraordinary general meeting of the Company to be held at
General Meeting'  the Company's offices, being Northumberland House, 155-157
or 'EGM'          Great Portland Street, London W1W 6QP at 2.30 p.m. on 20
                  December 2004
'Form of Proxy'   the form of proxy for use in connection with the Extraordinary
                  General Meeting
'FSMA'            the Financial Services and Markets Act 2000
'Hughes and       the unapproved share options to be granted to Mark Hughes and
Hancock           Simon Hancock in respect of 3,295,797 new Ordinary Shares in
Options'          aggregate
'Interactive Main electronic program guide on Sky accessed by pressing the
Menu'             interactive button on the Sky remote control
'iTV'             interactive television
'Japan'           Japan, its provinces, territories or possessions
'London Stock     London Stock Exchange plc
Exchange'
'Money Laundering the Money Laundering Regulations 2003
Regulations'
'New Articles'    the articles of association of the Company proposed to be
                  adopted by the Company pursuant to the Resolution
'New Ordinary     the Consideration Shares and the Placing Shares
Shares'
'New Unapproved   the YooMedia plc new Inland Revenue unapproved share option
Share Option      scheme proposed to be adopted by the Company pursuant to the
Scheme'           Resolution
'NHS'             National Health Service
'Notice of EGM'   the notice of EGM as set out at the end of the Admission
                  Document
'Official List'   the Official List of the UK Listing Authority
'Ordinary         the ordinary shares of 1p each of the Company
Shares'
'Placing'         the conditional placing by Evolution Securities of the Placing
                  Shares pursuant to the Placing Agreement
'Placing          the conditional agreement dated 26 November 2004 between the
Agreement'        Company, the Existing Directors, the Proposed Directors and
                  Evolution Securities relating to the Placing
'Placing Price'   15p per Ordinary Share
'Placing          the 166,666,667 new Ordinary Shares to be issued pursuant to
Shares'           the Placing
'POS              the Public Offers of Securities Regulations 1995 (SI 1995 No.
Regulations'      1537), as amended
'Proposals'       the Acquisitions, the Placing and Admission
'Proposed         John Swingewood and Jeremy Fenn
Directors'
'Resolution'      the resolution, to be proposed as a special resolution, at the
                  EGM
'Service          the service agreement and letter of appointment to be entered
Agreements'       into by each of John Swingewood and Jeremy Fenn,
                  respectively
'Shareholder'     a holder of Ordinary Shares in the Company from time to time
'Share Option     the Approved Scheme, the Unapproved Scheme and the EMI
Schemes'          Options
'Sky'             British Sky Broadcasting plc
'SMS'             short message service
'Statutes'        the Act and every other statute (and regulations subordinate
                  thereto) for the time being concerning companies incorporated
                  in England and Wales and applicable to the Company
'Target Group'    the consolidated group which is the subject of the
                  Acquisitions comprising DITG and TGC together with their
                  respective subsidiary undertakings
'TGC' or 'TGC     The Gaming Channel Limited, company registration number
Limited'          4274614
'TGC Acquisition  the conditional acquisition agreements dated 26 November 2004
Agreements'       between the Company and the shareholders of TGC (other than
                  DITG) to acquire the entire issued and to be issued share
                  capital of TGC (other than the ordinary shares in TGC which
                  are held by DITG)
'TGCGroup'        TGC and its subsidiary undertakings
'TGC Shares'      the ordinary shares of 1p each in the capital of TGC
'tv'              television
'Unapproved       the Company's unapproved share option scheme which was adopted
Scheme'           on 28 January 2000
'UK Listing       the Financial Services Authority acting in its capacity as the
Authority'        competent authority for the purposes of Part VI of FSMA
'United Kingdom'  the United Kingdom of Great Britain and Northern Ireland
or 'UK'
'United States',  the United States of America, its territories and possessions,
'USA' or 'US'     any State of the United States of America and the District of
                  Columbia
'US Person'       any person resident in the United States or otherwise a US
                  Person within the meaning of regulation S under the United
                  States Securities Act of 1933, as amended
'Vendors'         the vendors under the Acquisition Agreements (including, for
                  the avoidance of doubt, the Covenantors)
'YooMedia' or     YooMedia plc, company registration number 3609752
'the Company'
'YooMedia Group'  the Company and its subsidiary undertakings, prior to
or 'Group'        Completion

Further enquiries:

YooMedia                                                   020 7462 0870
Michael Sinclair, Executive Chairman
David Docherty, Chief Executive Officer

Powerscourt                                                020 7236 5615
Rory Godson
John Murray
Kirsty Black

26 November 2004



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            The company news service from the London Stock Exchange