MSR Mediasurface

RNS Number:1473O
Mediasurface PLC
18 February 2008


                                Mediasurface plc


                                Issue of equity



Proposed Placing of up to 15 million Placing Shares at 5 pence per share

Mediasurface plc, (AIM: MSR) (the "Company") the AIM listed Content Management
Software Author and Vendor, announces  today that it has conditionally placed
15,000,000 new ordinary shares of 1p each in the Company ("Placing Shares") at a
placing price of 5p per share (the "Placing Price") to raise approximately
�750,000 (the "Placing"). The proceeds from  the Placing will be used to augment
the Company's working capital and provide customers and employees with
confidence  in Mediasurface's long-term growth prospects. The Placing Shares
will represent 13.1 per cent. of the enlarged issued  share capital of the
Company.


The Placing Price of 5 pence per placing share represents a premium of 25 per
cent. to the closing middle market price of 4 pence per ordinary share on 15
February 2007, being the last business day before announcement of the Placing,
which the Directors consider to be fair and reasonable given the size of the
Placing.


The Placing Shares will be issued pursuant to the existing authority granted to
the directors of Mediasurface by Mediasurface shareholders at the Company's EGM
held on 23rd July 2007. The Placing Shares are not being offered to Shareholders
on a pre-emptive basis because the Board has concluded that it is not in the
best interests of the Company to make such a pre-emptive offer due to the time
and cost involved and the necessity to complete the fundraising successfully in
a timely manner.

The Company has also today announced its preliminary results for the year to 30
September 2007. A copy of the Annual  Report and Accounts will be sent to
shareholders by 4th March 2008.

Settlement and dealings

Application will be made to the London Stock Exchange for the Placing Shares to
be admitted to trading on AIM. It is expected that the Placing Shares will be
admitted to trading on Friday 22nd February 2008. The Placing Shares will, when
issued, rank pari passu in all respects with the existing ordinary shares.

Following Admission the enlarged issued share capital of the Company will be
114,673,644 ordinary shares.

VCT Qualifying Holding Status


The Company's advisers have made an application to HM Revenue & Customs seeking
provisional assurance that the proposed issue of the VCT Placing Shares will be
a qualifying investment for the purposes of VCT investors. Whilst the Directors
believe that the Company will comply with the requirements of Chapter 4 of Part
6 of the Income Tax Act 2007 in respect of monies raised by a VCT by an issue of
shares or securities prior to 6th April 2006, neither the Company nor the
Directors make any warranty or give any undertaking that relief will be
available in respect of any investment in the Placing Shares, nor do they
warrant or undertake that the Company will keep its qualifying status throughout
the relevant period or that, once given, such relief will not be withdrawn.


Substantial Shareholder's and Directors' dealings

Certain of the directors or persons connected to them intend to subscribe for 
Placing Shares as detailed below:

Substantial shareholder/Director Placing Shares      Number of    Percentages of
                                          being         shares      shares being
                                 subscribed for    immediately              held
                                                     following       immediately
                                                     Admission         following
                                                                       Admission
Elderstreet1                        2,000,000     20,934,987             18.26%

Michael Jackson, Chairman           4,500,000     10,418,232              9.09%

Lawrence Flynn, Chief
        Executive Officer             200,000      1,365,077              1.19%

David Deacon, Finance Director        100,000        155,395              0.14%


1 included by virtue of Michael Jackson, and Vin Murria, Chairman and non 
executive director of Mediasurface plc respectively, being partners in 
Elderstreet Investments Limited who in turn manage funds on behalf of 
Elderstreet Capital Partners and Elderstreet VCT plc.

Related Party Transaction

The participation of Elderstreet and the Directors in the Placing are deemed to
be related party transactions under the AIM Rules. Accordingly, The Rt Hon
Francis Maude MP, Mediasurface's independent director, considers, having
consulted with KBC Peel Hunt Ltd, the Company's nominated adviser, that the
terms of the Placing are fair and reasonable insofar as the Company's
shareholders are concerned. In providing its advice to the independent director,
KBC Peel Hunt Ltd has taken into account the commercial assessment of the
independent director in respect of the Placing.


For further information please contact:

Mediasurface plc
Lawrence Flynn, Chief Executive Officer         tel: 01635 262000
David Deacon, Chief Financial Officer



Hansard Group, Financial PR
Adam Reynolds                                   tel: 020 7245 1100



KBC Peel Hunt, Nominated Adviser and Broker
Richard Kauffer                                 tel: 0207 418 8850






                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
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