Equity Line of Credit

On-Line PLC
13 February 2002

EMBARGOED TO 7.00 AM 13 FEBRUARY 2002



ON-LINE PLC ('ON-LINE' or the 'Company')


Draw down facility for £5 million equity line of credit

On-line has entered into an agreement with GEM Global Yield Fund Limited ('GEM
Global') and GEM Investment Advisors Inc. ('GEM Investment Advisors') which
allows On-line, subject to the passing of the resolution referred to below, to
require GEM Global to subscribe in cash for up to £5 million of new On-line
ordinary shares over a three-year period.  On-line will, subject to certain
limitations, control the amount and timing of any investment under the
agreement, and is under no obligation to use any of the facility, but can call
upon it whenever it wishes to if considered appropriate.  This flexible funding
method should allow the Company to drip feed cash as requirements and
opportunities for business development occur.

On-line's current share price is below the nominal value of On-line's ordinary
shares of 50p per share.  The inability of the Company to issue shares below par
value could well inhibit the development of the business, in particular, any
draw down pursuant to the agreement with GEM Global requires that the board is
able to issue shares as and when necessary under the terms of the agreement.
The Company, therefore, is proposing to re-organise its share capital such that
the nominal value of its shares is reduced from 50p to 5p.  Shareholders will
still hold the same number of ordinary shares before and after the
re-organisation, the only difference being the par value of the shares.  The
market value of a shareholder's holding should not be affected by the
re-organisation.  Shareholders will be issued with one deferred share of 45p for
each ordinary share of 50p they currently hold.  The deferred shares will have
no value or voting rights.

An EGM is being called to approve the re-organisation of the Company's share
capital for 11:00 am on Tuesday, 12 March 2002 at the Company's registered
office.

Any draw down pursuant to the agreement with GEM Global cannot be made until the
resolution to be proposed at the EGM of the Company has been passed.

GEM Global is part of the US-based private equity group (the 'GEM Group')
specialising in quoted and unquoted investments.



FOR FURTHER INFORMATION PLEASE CONTACT

Michael Hodges, Chairman, On-line plc 020 8591 1125
Graeme Thom, Grant Thornton, 020 7383 5100
Thomas Tuttle, GEM Group, 00 1 212 582 3400



Further details of the draw down facility

The Company has entered into an agreement with GEM Global and GEM Investment
Advisors whereby GEM Global will provide the Company with up to £5 million in
the form of a draw down facility for an equity line of credit.  The equity line
of credit is structured as an option under which the Company may, within the
terms of the agreement, require GEM Global to subscribe, during the three years
following the passing of the resolution at the EGM, for new ordinary shares in
the Company for cash, up to an aggregate subscription price of £5 million.

The option is exercisable repeatedly by the Company, in respect of such number
of new ordinary shares as the Company may specify on each exercise of the option
and within the limits set out in the agreement.  The Company retains control of
the amount and timing of any draw down on the credit line, subject to certain
limitations in the agreement and is under no obligation to use all or any of the
facility.

The price payable per new ordinary share will vary on each exercise of the
option and will be based upon 90 per cent. of the average closing bid price
during the 15 consecutive trading days following the relevant exercise of the
option, subject to a minimum price of 5p per new ordinary share.

At any exercise of the option, the Company may ask GEM Global to subscribe for
new ordinary shares equal to a maximum of 350 per cent. of the average daily
trading volume for the 15 trading days immediately preceding the notice of the
exercise.  GEM Global will not be obliged to subscribe for more than 50 per
cent. of the new ordinary shares offered at each exercise of the option.


Warrants

In addition, on the closing of each exercise of the option, GEM Global will also
receive warrants (over and above the amount of any draw down) to subscribe for a
whole number of new ordinary shares which is nearest to being equal to one
quarter of the number of ordinary shares which it actually subscribes pursuant
to the relevant exercise of the option.  The subscription price payable for
ordinary shares under the warrants will be the same as the subscription price
per ordinary share payable under the relevant exercise of the option (subject to
adjustment on certain changes in the share capital of the Company).  Each
warrant is exercisable at any time during the 3 years following its issue.  The
issue of shares pursuant to any warrant is conditional upon such shares being
admitted to trading on AIM.  No additional consideration will be paid for the
warrants.  The warrants will not be admitted to trading on AIM.


Termination

The equity line of credit may be terminated by GEM Global in certain
circumstances, including (i) if an event occurs which would have a material
adverse effect on the Company or the arrangements; and (ii) if the Company shall
be in breach of the agreement, and such breach is not cured within 5 days
following notice of beach.


Information on GEM Global

GEM Group was founded in 1993 and is a US-based private equity group with
offices in New York, London and Beijing.  GEM Group has completed over 130
transactions in 13 different countries.  As a private investment group, GEM
Group specialises in quoted and unquoted investments.  The scope of GEM Group's
activities is both US domestic and international and spans a diverse array of
industries and transactional structures.  Each investment is typically made in
exchange for common or preferred equity.  GEM Group often provides all funding
or serves as a lead investor.


Application for listing

Application will be made to the London Stock Exchange from time to time for new
ordinary shares which may be issued under the equity credit line to be admitted
to trading on AIM.

The new ordinary shares which may be issued under the equity credit line will
rank pari passu in all respects with the ordinary shares in issue at the date of
issue of the new ordinary shares, including the right to receive a dividend or
other distribution thereafter made, declared or paid.



-ENDS-



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