Successful Placing

Comeleon PLC
12 June 2002


For Immediate Release                                07.30 am, 12 June 2002


                                  comeleon plc

                                  Raises £4.2m

               Through a placing of 2,545,758 New Ordinary Shares

                          at a price of 165p per share

                                       by

                         Brewin Dolphin Securities Ltd


comeleon plc, the imaging technology company, is pleased to announce the
successful placing of 2,545,758 New Ordinary Shares, raising £4.2 million
(before expenses). Brewin Dolphin Securities Ltd is Nominated Adviser and Broker
to the placing.

Reasons for the Placing and Use of Proceeds

•        comeleon has identified two derivatives of its core imaging technology.
The Company therefore seeks additional funding to quickly complete the
development of these opportunities.

•        The two derivatives are:

         *     Imaging Through Gloss

               -   Successfully trialled in the laboratory allowing image to be
                    transferred to a three dimensional product that has been 
                    pre-glossed.
               -    Benefit of ITG is that it should simplify the overall production
                    process.
               -    Generate efficiencies in production time and cost.
               -    ITG should increase licensing opportunities.

         *     3D Image Box

               -    Small desktop machine to be used by third party licensees.
               -    Working prototype built.
               -    First opportunity to licence technology to third parties.
               -    Large potential licensee base.
               -    Comeleon to derive revenues from sales of 3D Image Box and 
                    ongoing repeat sales of associated consumables.

•        Funds raised are to be used to support the above initiatives and not
         for the support of the existing core business.

•        Interim Results for the six months ended 31st March 2002.

•        Financial performance exceeded expectations

               -    Sales up 381% to £1.575m
               -    Loss of £1.671m : £107k better than plan



For further information, please contact:
Roy Stanley, Chief Executive Officer
Tim Robinson, Finance Director                            Tel No:  01207 523333
comeleon plc                                              www.comeleon-ir.co.uk

Tim Anderson
Lisa Baderoon                                             Tel No: 0207 466 5000
Buchanan Communications Limited                           www.buchanan.uk.com


Alex Clarkson
Brewin Dolphin Securities Limited                         Tel No: 0161 214 5547



Introduction

Terms used here are as defined in the circular dispatched to the Company's'
shareholders on 12 June 2002.

comeleon has today announced a conditional placing of 2,545,758 New Ordinary
Shares at a price of 165 pence per share to raise £4.2 million (before
expenses). The net proceeds of the Placing will be used, inter alia, to complete
the development of commercial opportunities that have been identified from
derivatives of the Company's core imaging technology. The Placing is conditional
upon certain approvals from shareholders being obtained at an EGM of the Company
convened for 10.30 am on 5 July 2002.

Background to and reasons for the Placing

On 14 May 2002, the Company announced its unaudited results for the six months
ended 31st March 2002 (a copy of which is set out in Part 2 of the circular
despatched to shareholders on 12 June 2002). In which the chairman stated '
Innovation is not just confined to products. Production innovation is increasing
efficiency, reducing unit costs and increasing the applicability of comeleon's
technology.'

Since the Company's admission to trading on AIM in December 2000, its core
imaging technology has demonstrated robustness and an ability to be applied to
high volume production, successfully passing several OEM quality audits. More
recently this technology has also been successfully applied in market sectors
other than mobile phone fascias, including computer peripherals and personal
care products. On 10th April 2002, the Company announced Philips as its first
global consumer goods partner.

The Directors' objective continues to be to establish the Group as the graphical
imaging partner of choice for manufacturers of consumer products who are seeking
to achieve a competitive advantage by differentiating their product through
customisation and personalisation. In addition, it is the Directors' stated
belief that licensing the comeleon core technology to certain users, within
certain markets, offers the potential for significant revenues.

During the development of its core imaging technology, the Company has
identified two derivatives, being ITG and the 3D Image Box, that your Board
believe have significant commercial potential if quickly and fully developed.
The Company is therefore seeking additional funding to complete the development
of these opportunities.

Imaging Through Gloss

ITG, which has already been successfully trialled in the laboratory, allows an
image to be transferred to a three dimensional product that has already been
pre-glossed. This fundamentally changes the process flow of the Company's core
technology in which a gloss coat is applied as the final production process.

The benefits of ITG are that it should simplify the overall production process
and generate efficiencies in production time and cost, generating improved yield
and improvements to the process and should also increase the licensing
opportunities available to the Company. The Directors believe that successful
completion of the development of the ITG technology will generate two potential
licensing revenue streams being volume licensing agreements and sales of the 3D
Image Box and related consumables.

3D Image Box

The 3D Image Box is a small 'desktop' machine designed to be used by third party
licensees to image three dimensional products in low volumes. The machine has
been successfully trialled in the laboratory and a working prototype machine has
now been built. Since its flotation, it has been the Company's objective to
license its technology to third parties. The 3D Image Box represents the
Company's first opportunity to license its technology in what the Directors
believe to be a relatively low risk business model.

The prototype has been configured to image the covers of computer mice and the
Company believes that a significant market exists initially in the US corporate
gift and retail sector. In 2000 the corporate gift market in the USA amounted to
approximately $18 billion (Source: Promotional Products Association
International (PPAI)). Approximately one-third of this market comprised '
wearables' such as t-shirts and baseball caps, with only approximately 3 per
cent. of the market represented by computer peripherals, and significantly,
there were no imaged computer mice available. The Directors therefore believe
that an imaged computer mouse would be received positively in this market and
the licensees would enjoy first mover status.

The Directors' believe there to be a large potential licensee base in the US and
would specifically target those members of the PPAI who actively participate in
the production of corporate gifts. In 2000 there was a member base of the PPAI
in excess of 21,000 corporations and sole traders, with over 90 per cent. Having
a turnover of $2.5 million or less. Typically these potential licensees would
have the use of mechanical presses to produce t-shirts or mugs with customised
images for their customers. The Directors believe that these organisations could
take a license for a 3D Image Box and introduce imaged computer mice as a new
product to their existing customers.

The Company would seek to derive revenues from the provision and sale of the 3D
Image Boxes and also from the ongoing repeat sales of pre-glossed computer mice
covers, computer mice and consumables.

Use of funds

The net proceeds of the Placing are to be used in support of the initiatives
outlined above and not for support of the existing core business. As at 31st
March 2002 gross cash balances were slightly more than £2 million and group
banking facilities in place of £2.5 million.

Of the money raised from the Placing the Directors expect to use approximately
£1.5 million on process improvements, and £2.4 million on the development and
marketing of the 3D Image Box.

Details of the Placing

As stated above, the Company proposes to raise £4.2 million (before expenses)
through the issue of 2,545,758 New Ordinary Shares at 165p each, which
represents a discount of 3 per cent. to the closing middle market price of 170
pence per share on 11 June 2002, the last practicable date prior to the posting
of the circular to shareholders. The New Ordinary Shares will represent 16.64
per cent. of the Company's enlarged issued share capital immediately following
Admission and will when issued, rank pari passu in all respects with the
existing Ordinary Shares including the rights to all dividends and other
distributions declared, made or paid following Admission.

The New Ordinary Shares comprise the Qualifying Shares and the Non-Qualifying
Shares, to satisfy the Inland Revenue's requirements as regards the granting of
qualifying status to enable VCTs to invest in the Company and to enable certain
investors to obtain EIS relief on their subscriptions. The Qualifying Shares
will raise £2.4 million (gross) and the Non-Qualifying Shares will raise £1.8
million (gross) for the Company respectively.

In order to comply with the relevant legislation, the Placing will be carried
out in two distinct stages. First, the Qualifying Shares will be placed with
VCTs or to placees who intend to apply for EIS relief. Second, and subsequently,
the Non-Qualifying Shares will be placed with other institutional clients of
BDS. The Placing of the New Ordinary Shares will be conditional, inter alia, on
the passing of the Resolution at the EGM, the Placing and admission to trading
on AIM of the Qualifying Shares and the Non-Qualifying Shares.

Application will be made to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on AIM. It is expected that trading in the
Qualifying Shares will commence on 8th July 2002 and on 9th July 2002 in respect
of the Non-Qualifying Shares.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

                                                                                                   2002

Latest time and date for receipt of Form of Proxy for the EGM                       10.30 am on 3rd July
EGM                                                                                 10.30 am on 5th July
Dealings in the Qualifying Shares commence                                                      8th July
Dealings in the Non-Qualifying Shares commence                                                  9th July
CREST accounts credited by
         - in respect of Qualifying Shares                                                      8th July
         - in respect of Non-Qualifying Shares                                                  9th July
Share certificates despatched by                                                               31st July


PLACING STATISTICS

Placing Price                                                                                       165p
Number of New Ordinary Shares being placed on behalf of the Company                            2,545,758
Number of Ordinary Shares in issue following Admission                                        15,302,104
Number of New Ordinary Shares as a percentage of issued
         Ordinary Shares on Admission                                                    16.64 per cent.
Gross proceeds from the Placing receivable by the Company                                         £4.2 m
Estimated expenses of the Placing payable by the Company                                          £0.3 m







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