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Cellcast News

Directors Dealings

26 November 2007

Cellcast plc (AIM:CLTV), the global interactive digital broadcaster, announces that Headstart Funds ("Headstart") has today issued conversion notices in respect of an aggregate of £450,000 convertible redeemable loan notes at 4p per share and that the 11,250,000 shares issued in respect of the conversion notices will be acquired by all the Directors of the Company and Neil Craven, a substantial shareholder ("the Investors"), at the same price.

The Company has made a further drawdown of £500,000 of its £2 million convertible loan facility provided by Headstart and Headstart has agreed not to convert the relevant loan notes for a period of four months from today's date.

The Investors are acquiring the 11,250,000 shares issued pursuant to the conversion notices (the "Conversion Shares") in the following proportions, of which 7,000,000 are being acquired by the Directors for a total consideration of £280,000 ("the Acquisition"):

* to be registered in the name of Harkness Trading Limited
** to be registered in the name of a nominee company on behalf of Mr Paul's Self Invested Pension Plan

Following the Acquisition, Neil Craven's shareholding will increase to 12,749,927 shares (16.88% of the enlarged issued shares).

Concert Party revisions

At the time of the publication of the Company's AIM admission document in September 2005, the Panel on Takeovers and Mergers ("the Panel") deemed that Atlas Group of Companies Limited ("Atlas"), SMS Media Limited and Sardik Limited were a concert party (the "Original Concert Party"). The Original Concert Party owned 100% of the Company's ordinary shares before admission, and 65.9 % on admission. The Original Concert Party was therefore in a position to increase its interest in the voting rights of the Company without incurring an obligation under Rule 9 of the City Code to make a general offer.

The Panel have agreed with the Company's analysis that Atlas (which is interested in 8,645,635 shares, representing 13.5% of the issued share capital before the Acquisition), SMS Media Limited and Sardik Limited are no longer a concert party. Furthermore, the Atlas Option Agreement, under which SMS Media Limited had certain rights to acquire the Atlas shareholding (which represented 28.3% of the issued share capital on admission) has expired.

The Panel has further agreed with the Company that Andrew Wilson, Bertrand Folliet and Emmanuelle Guicharnaud who are directors of the Company are a concert party ("the Concert Party"). Following the Acquisition, the Concert Party will be interested in 20,406,767 shares representing 27.02% of the enlarged issued share capital. These interests include shares held and/or controlled by SMS Media Limited and Sardik Limited, who were members of the Original Concert Party.

Under Rule 9 of the City Code, if the number of shares in which the Concert Party is interested increases to 30% or more of the voting rights, the relevant member of the Concert Party will incur an obligation to make a general offer.

The Concert Party's interests following the Acquisition are held as follows:-

Note 1: controlled by Andrew Wilson and Bertrand Folliet
Note 2: controlled by Harkness Trading Limited

Application has been made to The London Stock Exchange for the Conversion Shares, which will rank pari passu with the existing shares in issue, to be admitted to AIM, and admission is expected to become effective on or around 29 November 2007.

Following this notification, the total number of shares in issue stands at 75,513,224.

Andrew Wilson, Chief Executive of Cellcast, said: "The Directors of Cellcast are very pleased to be making this deeper commitment to the Company. The speed with which interactive digital entertainment is being adopted by consumers across the globe, in particular among mobile phone users, is reinforcing the already significant growth opportunity for the Company and its proven business model. Investing £280,000 of our own money is testament to our strong belief in both Cellcast's strategy and the outlook."

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About Cellcast plc

Cellcast plc (AIM: CLTV) is a leading international provider of participation television applications and interactive mobile content in the fast-growing multi-platform digital entertainment sector. Headquartered in London, with associated operations in Paris, Beirut, Mumbai, Hong Kong and Sao Paolo, Cellcast's applications and programming are distributed on the Sky Digital and Freeview platforms in the UK, and the company is partnered with broadcasters and telecom networks in Europe, the Middle East, India, South-East Asia, China, and South America.

Cellcast plc joined AIM in 2005.