EGM

Property & Capital Group PLC
2 May 2000

PROPERTY & CAPITAL GROUP PLC 


Property & Capital Group PLC (the 'Group') is today convening an Extraordinary
General Meeting to be held on 25 May 2000 to consider the following
Resolutions to:

1.   Create Convertible Shares of 20p each and to apply funds derived from    
     share premium account to pay up Convertible Shares by way of bonus issue 
      to holders of Ordinary Shares at 31 May 2000;

2.   Amend the Articles of Association to reflect Resolution 1;

3.   Change the name of the Company to 'CapitalTech plc';

4.   Approve the purchase by the Company of 194,594 Ordinary Shares from Raven
     Close Nominees Limited;

5.   Authorise the Directors to acquire PCG Residential Lettings (No. 7)      
     Limited from the Adair Trusts; and

6.   Authorise the Directors to acquire up to 10% of the BCL Group from the   
     Adair Trusts.

The text of the accompanying Chairman's Letter and of 'The CapitalTech
Strategy', also circulated to shareholders, are appended:-



The Chairman's Letter:

Introduction

Your Directors propose the creation of Convertible Shares ('Convertible
Shares') having a nominal value of 20p each, and their issue (for no monetary
consideration) by way of a bonus issue of one Convertible Share for every 10
Ordinary Shares (of nominal value 2p each) held, to all holders of Ordinary
Shares on 31 May 2000 (excepting those referred to in Resolution 4 below).

The Company continues to make good progress towards acquisition of further
property for shares, in contemplation of which the share capital was increased
on 10 March 2000.

The strategy of the Company is described in the booklet 'The CapitalTech
Strategy' enclosed with this document.  As you are aware, the Company has made
investments in the 'high-tech' sector.  This has led to several press articles
and an increase in the liquidity of our shares has been evident.

The Directors consider that there is significant upside potential in certain
of the high-tech investments due to transactions in contemplation.  Until
these transactions take place it is not possible to properly revalue these
investments in the balance sheet.

Resolution 1 - Creation of Convertible Shares

Therefore, prior to making the further property acquisitions referred to
above, it is desired to make a bonus distribution in the form of new
Convertible Shares to existing holders of Ordinary Shares.  The Convertible
Shares will, subject to the maximum number of New Ordinary Shares into which
they may be converted, carry all increase in value of the relevant Investments
after 8 February 2000, or, if later, the date of acquisition of the
Investments in respect of high-tech investments made up to 31 May 2000.  The
date of 8 February 2000 is considered appropriate as it was the date of
acquisition by the Company of PCG which was the occasion of the last
publication of a pro forma balance sheet of the Group.  

The Convertible Shares will be convertible into New Ordinary Shares on the
basis of increase in value of Investments relative to group net asset value on
31 May 2001, or, in part, earlier upon certain events, for example a listing
of one of the Investments.

Dates and Numbers of Convertible Shares

The Record Date for issue of the Convertible Shares will be close of business
on 31 May 2000 and will exclude the Ordinary Shares referred to in Resolution
4 below (which are to be purchased by the Company).  Convertible Shares will
be issued to holders of Ordinary Shares on the Register of Members on that
date and such issue will be pro rata to their respective holdings of Ordinary
Shares.

It is intended to issue one Convertible Share of nominal value 20p for every
10 Ordinary Shares (of nominal value 2p) then held.  Each Convertible Share
will be capable of conversion and subdivision - depending upon the future
performance of the relevant Investments - into a maximum of 10 New Ordinary
Shares.  Any balance will be converted into Deferred Shares which may be
redeemed by the Company for a nominal consideration.  Thus, subject to that
performance, your shareholding may, for each 10 Ordinary Shares currently
held, give rise to an entitlement to up to 10 New Ordinary Shares.

Convertible Shares, Conversion and New Ordinary Shares

The Convertible Shares will convert on 31 May 2001, or partially earlier upon
certain events, for example a listing of one of the Investments.  They will
convert into New Ordinary Shares at a rate determined by the relationship
which the increase in value of the relevant Investments (or one of them on
such a partial conversion occasion) bears to the net asset value of the
Company under deduction of such total increase.  On a Conversion, in part or
in whole, the appropriate proportion of each Convertible Share will
automatically be converted into New Ordinary Shares.  The balance, if a
partial Conversion, will remain as a Convertible Share with a lesser nominal
value than 20p, or if upon (final) Conversion on 31 May 2001, will convert
into Deferred Shares which will be repurchased by the Company at nominal
consideration.

The Convertible Shares will not carry right to dividends except out of revenue
from the relevant Investments (which is not expected as the Investments
comprise companies at an early stage of development).  The New Ordinary Shares
arising from Conversion will rank in all respects pari passu with existing
Ordinary Shares after conversion including as to dividend.  Each Convertible
Share will carry the right to one vote (whatever its nominal value) at general
meetings of members.

Resolution 2  - Amendment of Articles of Association

The Articles of Association will be amended to reflect the creation of the
Convertible Shares.

Resolution 3 - Change of name to 'CapitalTech plc'

As indicated to you previously, the Directors are of the view that the Company
name should be changed to 'CapitalTech plc' to reflect the strategy as
described in the enclosed booklet - the bedrock of a sound property portfolio
and the making of further investments in the high-tech sector.

Resolution 4 - Purchase of Own Shares from Raven Close Nominees Limited

Raven Fulham Limited, later renamed PCG Fulham Limited, was purchased by the
Company from Raven Close Nominees Limited in May 1999 for a combination of
loan stock and shares.  Following the profitable sale by the Company of all
property so acquired and the repayment of the loan stock, the Directors
consider that it would be appropriate to utilise part of the profit from this
transaction to repurchase 194,594 Ordinary Shares issued as part of the
consideration.  While the Company has the general power to purchase its own
shares, each contract to do so requires specific approval by members and the
terms of the contract for the proposed purchase are summarised in Resolution 4
in the Notice of EGM.  The price per share has been fixed at £1.85 being the
mid market price on 28 April 2000.

Raven Close Nominees Limited will not vote on this Resolution 4.

Resolution 5 - To Authorise the Directors to acquire PCG Residential Lettings
(No.7) Limited from the Adair Trusts

This is an enabling Resolution.  Your executive Directors are considering the
possible purchase from the Adair Trusts, of which your chairman Robert Adair
is a beneficiary, of PCG Residential Lettings (No.7) Limited, which is in the
course of acquiring a former BES company holding inter alia a residential
portfolio in the South East of England.  Your executive Directors consider
that it could be appropriate for the Company to make this purchase for the
purpose of adding the residential portfolio to our present residential
holdings.  The basis for purchase - at a price not exceeding its net asset
value, which is not expected to exceed £5 million, to be satisfied by cash,
loan stock or shares or a mix thereof - reflects that negotiations are not yet
advanced.  In terms of the Companies Acts, such a transaction with a party
connected with a Director cannot take place unless approved in advance by
members.  Hence the advance approval is sought.  If the transaction is to
proceed, a further Announcement will be made and sent to members with the view
of the Nominated Adviser thereon.  None of Robert or his wife Lucy Adair or
the Adair Trusts, having an interest therein, will vote on this Resolution.

Resolution 6 - To Authorise the Directors to acquire up to 10% of the BCL
Group from the Adair Trusts

Again this is an enabling resolution, on which none of Robert or Lucy Adair or
the Adair Trusts will vote, required under the Companies Acts.  If this
transaction is to proceed, a further Announcement would be made and circulated
with the view of the Nominated Adviser.  'BCL Group' means BCL International
Holdings plc, its subsidiaries and associates and includes Earlycall Limited
through which the Adair Trusts hold part of their interest therein.  Our
subsidiary MSS has just commenced some work for the BCL Group which may assist
it towards a public listing.  If this is the path to be followed by the BCL
Group, your executive Directors would wish the Company to have an interest, to
be acquired from and held alongside a larger holding by the Adair Trusts,
particularly if this can be acquired at a pre-flotation value.  We would not
acquire more than 10% of the BCL Group and would not wish to invest more than
£1.5 million, and again this might be by shares, loan stock or cash or a mix
thereof.  While we have put a maximum on the percentage and cost of a
prospective holding, these should each be considered as a maximum, not
indicating a valuation of the BCL Group.  The BCL Group is an established
contractor in information technology recruitment with a turnover of some £13
million per annum, principal offices in London and Warrington and some very
exciting projects under advanced development.

Resolutions 1-4 (inclusive) will be proposed as special resolutions, and
Resolutions 5 and 6 as ordinary resolutions.



The CapitalTech Strategy:

The most significant event in our recent history occurred on February 8, 2000
when we acquired PCG Residential Lettings Holdings plc, adding its residential
property portfolio of £55 million to our own £21 million portfolio.  These
additional resources have given us credibility in terms of market
capitalisation.  Since then we have made selective disposals to reduce
gearing, improve portfolio balance and to make alternative investments towards
achieving our corporate strategy.

That strategy consists of two elements.

1.       The foundation of our plan is to maintain our substantial residential
property portfolio at around £40 million.  We seek good rental yield on this
to be sufficient both to cover all interest on loans taken to acquire property
AND to meet the WHOLE of the Group overheads.

       In addition, the property must be of a standard to realise steady
capital growth.  Our portfolio is a comparatively safe investment and is
geographically spread throughout the United Kingdom which allows the Group to
benefit from local market conditions.  For example, for the Glasgow properties
the objective is yield on steady value.  In Manchester it is growth and
reasonable yield.  While in London, as you might expect, it is growth.

       Our wide range of contacts in the property world will continue to give
us opportunities to increase shareholder value by selective property deals. 
By undertaking an ambitious acquisition programme of residential property
companies the Group has acquired a great deal of expertise and experience in
these fields.  These skills will be invaluable in driving forwards a strong
property portfolio which the Group is also using as a launch-pad for
diversification.

2.       From these bedrock strengths we now propose to allocate resources to
identify sound investments in the high-tech sector.  Currently, the most
significant aspect of these is our co-investor arrangement with Skye Capital
Partners.  Skye Capital Partners over the past three years has made over £14
million of such investments and commitments in a portfolio concentrated on
Internet protocol (IP) telephony, telematics and information technology
contracting, including an investment in the US public company Science Dynamics
Corporation.  Science Dynamics is in strategic alliance with Hewlett Packard
and Cisco Systems, two of the leaders and dominant names in the information
technology and Internet fields.

       As an example of the advantages we derive from this relationship with
Skye Capital, we have been able to accept an opportunity to invest in
Telematix before it becomes publicly available.  Telematix, of Hampshire, has
developed a leading edge core telematics systems which has wide application. 
The first of these uses satellite and GSM cellular links, for the purpose of
monitoring vehicles and moving objects - vehicle security (e-Guard) and fleet
management (e-Matix).  We have been able to invest at an early stage just
after it started to sell its initial product range in December 1999 after
years of development.

       Again, as a close associate of Skye Capital we invested in @IPBell
Holdings - one of the first next generation operations for simultaneous
transport of multi-media traffic, including voice, video, fax and data, across
a worldwide network of nodes.  @IPBell will provide the backbone equipment,
marketing and worldwide presence enabling individual in-country operators to
offer their customers access to the most technologically advanced network in
the world, marketed under the one brand name.  The network will use Internet
protocols to provide a carrier-class telephony service at a fraction of the
cost of current call charges.  In addition to Skye Capital and the Group,
@IPBell strategic funders include Cisco, Hewlett Packard and Iceland Telecom.

OPERATIONS

In moving the above strategy forward the Group relies on three internal
components:

Specialist Group Service Companies

An Executive Team

An Investment Committee

SPECIALIST COMPANIES

The specialist companies are particularly relevant.  They allow the Group to
react quickly and cost-effectively to any opportunity.  And they enable the
Group to do this at a fraction of the cost and time which would be involved in
instructing others.

Mercantile Securities (Scotland) Limited is a Corporate Finance subsidiary,
regulated by the Securities and Futures Authority, which can draft, verify and
approve for the Group offers for shares in companies or offers to acquire the
whole of other companies.  This is an area in which the Group has been very
active over the last year.

Park Circus Registrars Limited provides receiving agent services in the course
of acquisitions.

Both these companies are themselves profitable and carry out services - when
time permits - for outside clients.  For example, Park Circus Registrars acts
as registrars to a number of public companies, several of which, like the
Group, are traded on AiM or the full list.

THE EXECUTIVE TEAM

CapitalTech intends to rely on a small, compact, easy-to-work-together
executive team, presently comprising substantial input from the Chairman
Robert Adair and four full time executives.  The team is:

Robert Adair, MA, ACA, ATII, aged 43, Chairman of the Group, has wide
professional and commercial experience.  He graduated in Geology from Oxford
University and qualified as a Chartered Accountant with Arthur Andersen & Co
where he specialised in Oil and Gas Taxation, then spending time in Corporate
Finance in the City.  He is Chairman of Melrose Resources PLC, Terrace Hill
Holdings Limited, a manufacturing holding company, and of Terrace Hill
Limited, a property development group.

Ross Macdonald, BL, NP, aged 61, Chief Executive, is a Solicitor and SFA
Corporate Finance Representative.  With much experience in Corporate Finance,
he has over the last twelve years been heavily involved in residential
property as promoter and then director of many residential property companies
formed under the Business Expansion Scheme.

Sean Cufley, BA, FCA, aged 44, Group Finance Director, is a Chartered
Accountant.  Since 1986 he has worked in the property sector and is a former
Finance Director of Tarmac Properties Limited.  Before joining the Group he
was a Director of Commercial Management Limited, which specialised in
commercial property management and investment.

Miranda Kelly, LLB, NP, aged 30, an SFA Securities Representative, is a
Director of the Group and Group Company Secretary, qualified as a Solicitor at
Strathclyde University and with McGrigor Donald, Glasgow.  Since joining the
Group in 1996 she has had substantial involvement in corporate finance
transactions, with particular emphasis on property company acquisition.

Charlotte Reynolds, LLB, aged 23, is a Law Graduate of the University of
Manchester and an SFA Securities Representative, who joined the Group in 1998,
since when she too has substantial corporate finance experience, again with an
emphasis on property company acquisition.

THE INVESTMENT COMMITTEE

John Minshull-Beech, ACA, aged 44, also qualified as a Chartered Accountant at
Arthur Andersen.  John spent four years in Morgan Grenfell's corporate finance
department, then ten years at Chelsfield plc with senior executive
responsibility for its larger joint ventures and venture capital investments. 
He has been Managing Director of Skye Capita Partners since 1998.

Guy Brennan, MA, aged 39, a shareholder in the Group, is a former Managing
Director, Corporate Finance, of ABN Amro Bank NV.  Guy is currently Senior
Adviser to RBB Bank A.G. (Austria), a Director of US Value Investment Company
Limited (New York), Cedar Audio Limited (Cambridge) and director/designate of
Macroplay.com (San Francisco).

Nicolas Shulman, LLB, aged 22, winner of the Helen S. Gibbons Prize
(Commercial Law) and Jelf Medal at King's College, London, is Joint MD of
Adrenaline Media Ltd.

FURTHER INVESTMENTS

The Group holds an investment of some 600,000 shares in Auxinet Ltd (having
made a part disposal at 65p), which were acquired at 3p and carried at 2p. 
Small investments are also held in Birchin International plc (also turning to
the Internet) and a start-up investment, recently increased, in The East India
Company (Holdings) plc.  The Group intends to seek new opportunities in
e-commerce, with a keener interest in new technology or expansion of existing
businesses than in potentially transient dot.com  super-novas.

In contemplating new opportunities, the Group reckons that it is as important
to select the right people as to read yet another business plan.  The first
small investments are:

DiversityNow Ltd, at an early stage of development in graduate recruitment,
but with a user-friendly web-site and original business features, whose
founding principals include Peter Harrison (ex Goldman Sachs), known to
Miranda Kelly.

Adrenaline Media Ltd, of which one of the founders is our Investment Committee
member Nicolas Shulman - with his family known to the Group through years of
business - will shortly launch an international student web-site
AnythingStudent.com.

Clearly these two investments have a potential relationship with each other
and with information technology contracting in which Skye Capital Partners is
invested - and in which the Group is taking more than a passing interest.

Our property contacts have also given us the opportunity to make a most
interesting investment in e-commerce in the property sector.  We have agreed
to acquire, in part consideration for the transfer of a subsidiary which
(presently by contracting out) manages our residential property, 5% of the
equity of Spacetorent.com Limited, a company equally owned by its management
and by Delancey Estates plc.  Spacetorent.com Limited plans to be the largest
property rental web-site in the UK and Europe and is likely to be publicly
quoted itself in the relatively near future.