Loan Note Conversion

Deal Group Media PLC 26 February 2004 Deal Group Media plc Loan note capitalisation The Board of Deal Group Media plc (the 'Company') is pleased to announce that the Company and Toby Smallpeice agreed on 24 February 2004 to vary the terms of the loan note instrument made by the Company dated 18 January 2002, as amended, constituting £3,000,000 variable rate loan stock 2005 (the 'Loan Note Instrument'). Pursuant to the Loan Note Instrument, the Company had issued £872,273 nominal loan stock ('Loan Stock') to Toby Smallpeice, of which £200,000 was converted, pursuant to an agreement dated 17 October 2003 (the 'Agreement'), into 5,865,103 ordinary shares of 1p each ('Ordinary Shares') in the capital of the Company. The Agreement provided that Toby Smallpeice's remaining £672,273 Loan Stock would be repaid by the Company in 42 equal monthly, such repayment to commence 6 months after the admission of the Company's issued ordinary shares to the AIM market of the London Stock Exchange plc ('AIM') which was on 20 October 2003. The Company and Toby Smallpeice have agreed to vary the Agreement to the extent that £500,000 of the Loan Stock will be converted into 6,896,552 new Ordinary Shares and that the balance of the Loan Stock will be repaid in accordance with the Agreement (the 'Loan Stock Variation'). Application has been made for admission of the 6,896,552 new Ordinary Shares to AIM ('Admission'). It is expected that Admission to trading on AIM will become effective on 2 March 2004. The Loan Stock Variation will have a positive effect on the Company's cash flow due to the repayment of the Loan Stock in new Ordinary Shares rather than cash, at a share price which the directors of the Company believe is fair and reasonable to its shareholders. As Toby Smallpeice was a director of the Company within the 12 months preceding the date of the Loan Stock Variation, the transaction is deemed to be a related party transaction under the AIM Rules. The directors of the Company consider, having consulted with KBC Peel Hunt Ltd, that the terms of the Loan Stock Variation are fair and reasonable insofar as the Company's shareholders are concerned. Enquiries: Adrian Moss 020 7691 1880 Adam Black 020 7691 1880 This information is provided by RNS The company news service from the London Stock Exchange
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