RDF Media Group PLC

Acquisition of IWC Media Ltd

RDF Media Group PLC
01 December 2005

                  RDF Media Group plc ('RDF' or the 'Company')
                                        
                    Acquisition of IWC Media Limited ('IWC')
                                      
Overview

RDF, a leading UK independent television producer, is pleased to announce that
it has agreed to acquire the entire issued share capital of IWC, the second
largest regional independent producer in the UK and the largest in Scotland.
The initial consideration will be £8.4m with possible deferred consideration of
up to a maximum of £5.6m, depending on IWC's financial performance in the
current and prospective year. The initial and deferred consideration will be
payable in a combination of cash and RDF shares.

IWC produces a wide range of documentaries, factual, factual entertainment and
drama programming including Location, Location, Location, No sex, please! We're
teenagers, Commando VIP and Ross Kemp on Gangs for major UK broadcasters
including the BBC, Channel 4, five and Sky.

IWC was incorporated in May 2004 following the merger of Wark Clements Limited
and Ideal World Productions Limited. In the eight months ended 31 December 2004
IWC reported audited turnover of £11.7m and profit before tax of £463,000. Net
assets at 31 December 2004 were £2.2m. Since then IWC has successfully grown
both production profits and income from programme rights. It is anticipated that
the acquisition will be earnings enhancing* in the first full financial year of
RDF's ownership (*see note).

All five of IWC's management team - Managing Director Sue Oriel and Creative
Directors Alan Clements, Hamish Barbour, Zad Rogers and Eileen Quinn - will
remain with IWC under RDF's ownership and participate in the earn-out.

RDF and IWC executives already have a history of working together through RDF
Rights (RDF's international distribution and consumer products division) and on
co-productions such as Survival of the Richest for the WB Network in the USA.

Strategic Rationale

IWC has its head office in Glasgow. As a well-respected regional brand and one
of the largest independent producers outside London, the acquisition of IWC will
strengthen RDF's position as a leading producer of factual, factual
entertainment and drama programming in the UK.

RDF believes that the market for production outside London is growing and that
IWC is one of only a few companies that are well positioned to benefit from this
trend. UK broadcasters are required by Ofcom to meet quotas for the regions and
'nations' (defined as Scotland, Wales and Northern Ireland). All UK terrestrial
broadcasters must commission a minimum of 30% of their qualifying spend and 25%
of their programming hours from outside the M25.

The BBC has recently indicated that it has targeted increasing its regions and
nations programme spending from £600m to £1 billion by 2012. This will include
17% of production from the nations. Ofcom has also raised ITV's quota for
outside of London production to 50% (by value and volume) from January 2006.

As a well established supplier to the UK terrestrial broadcasters, IWC is
ideally placed to benefit from these developments particularly when they are
viewed in conjunction with the BBC's existing commitment to commission more
programmes from independent producers.

Offer Details

The initial consideration of £8.4m will be satisfied by the issuance of 883,577
new ordinary shares of 1 pence each in RDF (equating to approximately £1.3m) and
£7.1m in cash, both payable on completion. Further cash and share consideration
will be payable, subject to IWC meeting certain targets, following the audit of
the periods ending 31 January 2006 and 31 January 2007. Total consideration will
not exceed £14.0m, of which a maximum of £8.3m will be in cash.

Application has been made for the 883,577 ordinary shares of 1 pence each in the
company to be admitted to listing on the London Stock Exchange's AIM market.  It
is expected that dealings will commence on 2 December 2005. Following admission
of these shares to listing, RDF Media Group plc will have 35,581,007 ordinary
shares in issue and admitted to listing.

The initial cash consideration will be met from the Company's existing cash
resources and from a newly committed £15m three year revolving credit facility
from Barclays.

David Frank, Chief Executive of RDF, said:

'Broadcasters are under greater pressure than ever to meet regional and national
programming quotas. The BBC has recently announced that it will almost double
its spend outside London in this area by 2012. As a leading independent producer
with a genuine regional presence RDF, with IWC, will be very well placed to
exploit these developments.

Furthermore, the acquisition of IWC brings another strong and respected brand
into the group to add to RDF itself, Touchpaper TV and Radar. Culturally it's a
great fit, the production pipeline for the rest of this year and next is
impressive and their profits have been growing strongly since the last year end.

We look forward to working even more closely with IWC and warmly welcome all of
IWC's directors and employees to the RDF group.'

Sue Oriel, Managing Director of IWC, said:

'We are delighted to have concluded this deal and feel certain that IWC will
make a growing contribution to the group by continuing to develop from an
already strong regional position.

We believe that RDF is an excellent cultural fit for IWC and offers great career
opportunities for our directors and employees. We are excited about joining the
group and look forward to being part of the team for many years to come.'

Enquiries

David Frank, Chief Executive
RDF Media                         020 7013 4440

James Leviton/Katie Lang
Finsbury                          020 7251 3801

Erik Anderson/Andrew Craig
Investec Investment Banking       020 7597 5970


Notes to editors

* Such a statement should not be interpreted to mean that earnings per share
will necessarily be greater than those for the relevant proceeding financial
period.

Further information is available through RDF's website: www.rdfmedia.com

About RDF

Since 1993, RDF has developed outstanding programming, becoming a specialist in
factual entertainment, features and drama programming. RDF has been one of the
UK's fastest growing companies and has appeared in The Sunday Times 'Virgin
Atlantic Fast-Track 100' in 2001, 2002, and 2003.

Key shows include: Wife Swap - Channel Four/ ABC; Holiday Showdown - ITV1/ ABC;
Faking It - Channel 4/ TLC; Dream Holiday Home - five; Scrapheap Challenge -
Channel Four/TLC; Century of the Self - BBC2; Shipwrecked - Channel Four/ T4;
Banzai - Channel Four/ Fox; Perfect Match - Channel Four/ABC Family.

Scrapheap Challenge marked its first significant series commission in 1995 for
Channel 4. RDF now has relationships with the BBC, ITV, Channel 4, Five, Sky and
the six US broadcast networks ABC, NBC, Fox, CBS, The WB and UPN; and in excess
of 15 cable channels including ABC Family, Discovery/TLC, Spike, Lifetime, and
Court TV.

In 2002, RDF won its first BAFTA for Best Features Programme with Faking It
which also achieved it in 2003, and for Wife Swap in 2004. During the last two
years RDF has won a Rose D'Or in Montreux, an International Emmy, and numerous
BAFTA, Royal Television Society, 'Indie', Grierson and Broadcast awards. In
2003, 2004 and 2005 RDF was voted the most respected and admired independent
producer by its peers and won Broadcast's Best Independent Production Company of
the year award in 2002 and 2004, the only Indie to win this award twice.

In 2000 RDF won its first US commission for Junkyard Wars from cable channel
TLC. In 2001 RDF opened its Los Angeles office, which now employs some 100
people, and which has helped in the development of its relationships with the US
broadcasters.

RDF International was established in January 1994 to exploit the Company's
intellectual property and to act as a distributor for third party content
internationally. RDF Consumer Products started in April 2004, and both divisions
make up RDF Rights.

The Company was listed successfully at 144p on the London AIM market in May
2005.

About IWC

IWC Media is one of the largest regional independent television producers in the
UK with production offices in Glasgow and London. The company was formed in May
2004 by merging Wark Clements and Ideal World Productions.

IWC Media is a specialist in drama and factual programming, comprising
contemporary and specialist documentary.

In 2005, IWC Media will make approximately 300 hours of programming for
customers including Channel 4, BBC 1, 2, 3, 4 and Scotland, Discovery, Sky and a
host of other digital channels. Internationally IWC works with many
co-production partners, including CBC in Canada, Discovery and The History
Channel in the US and NDR in Germany

Key shows include: Location, Location, Location and Relocation Relocation -
Channel Four; Ross Kemp on Gangs - Sky One; No sex, please! We're teenagers -
BBC2; Mecchanibals - BBC2; Mean Machines - Discovery UK/Canada; Commando VIP -
five; The Russian Revolution in Colour - five; Living with Modernism - BBC3;
Meet the Magoons - Channel 4; Coming Up - Channel 4; State of Mind - ITV.

Location, Location, Location and Relocation Relocation are widely regarded as
the original and best property-finder shows and are now in their 9th and 4th
series respectively. These shows draw regular audiences of between 3 and 4
million viewers.





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