MEDIAZEST PLC - Posting of Circular

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, JAPAN, CANADA, AUSTRALIA, THE
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WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF
SUCH JURISDICTION.

22 December 2014

                                 MediaZest Plc

               ("MediaZest", the "Company" or "Group"; AIM: MDZ)

                           Circular to Shareholders

                  Trading update and expected Interim Results

                           Notice of General Meeting

MediaZest, the creative digital out-of-home media and innovative marketing
solutions company, announced on 17 December 2014 that it had conditionally
raised £438,000 (before expenses) through the placing of 125,142,900 new
Ordinary Shares with existing and new institutional investors arranged by
Hybridan LLP at a price of 0.35p per Ordinary Share.

The Company is pleased to announce that it has posted a circular to
Shareholders containing the notice of the General Meeting to be held at 11.00
a.m. on 8 January 2015 which is being convened for the purpose of proposing the
Resolutions which are necessary to implement the proposed Placing.

Background to and reasons for the Placing

The Group has made ongoing progress in the last 12 months. Some notable
achievements during this period were the successful completion and delivery of
the FIFA World Cup Trophy Tour project with Coca-Cola; the much acclaimed
Hyundai Rockar Bluewater Digital Showroom; Kuoni's North East flagship
Newcastle outlet; audio visual and projection work for a range of Harry
Ramsden's seaside restaurant locations as well as hologram creation for UK
Trade & Industry (UKTI) at an international exhibition in Germany.
Notwithstanding, the Group continues to develop and provide services to a
diverse and high profile client base both domestically and overseas. The
momentum generated by these contracts and others has helped the Group to grow
top line revenues and enhance its offering to attract larger, longer term
client contracts.

At the end of 2013, the Board identified and implemented a new strategic
approach: to concentrate sales effort on a smaller number of high profile
clients, providing innovative audio visual solutions which have the potential
to generate ongoing long term business opportunities, and to complement this
strategy by developing its own products.

The strategic objective is to generate client loyalty through excellence of
delivery coupled with offering a diverse product range including the Group's
own products. In particular the Board believes that such an approach will
benefit the business by helping it to increase recurring revenues through
service and maintenance, content production and management, and additional
consultancy and data analysis work.

In December 2013, the Board identified three areas where it believed the Group
could embark upon product development which would allow the Company to achieve
improved revenue, whilst contemporaneously creating intellectual property
assets that would enhance the Group's valuation.

The decision was made to prioritise audience measurement software, and the
Group developed and tested its own product in this area during the year, before
releasing it to the market in November 2014. A first system has already been
sold and the Company is in negotiations to test its potential with a number of
existing and new clients.

The Company has already seen initial success with this strategy; particularly
in the period since July 2014. It has already led to several large scale
opportunities that the Group is currently pursuing, and has also enabled the
Group to gain and deliver successfully four high profile projects in recent
months.

In order to enhance and deliver further value to the Group the Board believes
it is in the best interests of both the Group and its shareholders to raise
additional funding to build on recent progress to attain the following
objectives:

 1. Continue development of audience measurement product, "MediaZest Retail
    Analytics"

The first product has been developed from the three identified target areas,
and is now ready for deployment, with one site already running live.

The Company has existing and potential clients interested in trialling this
product. Consequently, the Board believes that investment in several test
systems is merit worthy, to enable it to capitalise on the opportunities that
it has identified.

Early stage funding for this product was raised by the Company in December
2013, and through a commercial engagement with Argus Global (Biometric
Technologies) Limited ("Argus") the Company has funded the development of this
product. As such it is 100% owned by MediaZest plc. The Board believes that
continuing to work with Argus and utilising additional development funds, it
can continue to develop new functions of MediaZest Retail Analytics and also
create further new products, some of which may involve shared ownership where
the Board believes it is in the Groups best interests.

 2. Improve working capital and continue investment in the sales process

The Company continues to invest in the sales process to grow the business. In
particular, the London showroom, opened in 2013, has proved a strong selling
point for the Company in developing new client interest.

The Group intends to use funds raised to continue this work, allow for
additional marketing of recent successful projects and to provide future
working capital.

Current Trading and Prospects, expected Interim Results

On 18 August 2014, the Company made the following statement on the trading
outlook for the 2014/15 financial year in the annual results announcement for
the year ended 31 March 2014:

"There has been a large amount of time expended upon the development of the
Retail Analytics product in the latter part of the Financial Year ending 31
March 2014 and the first quarter of the new Financial Year ending 31 March
2015. Further time and resource has been taken up by the final project delivery
for Coca-Cola between September 2013 and May 2014. This has not improved
performance in the first quarter of the Financial Year ending 31 March 2015.
However, the second quarter is showing substantial improvement with several
important business wins announced on 8 August 2014 and more expected prior to
the end of the half year as a direct result of the changes made during the last
twelve months."

"The core strategy continues to be the transition of the Group's revenue base
towards more ongoing, contractual-type business, and away from dependency on
large scale projects which are difficult to predict and suffer the vagaries of
timing. As such, efforts are being focussed on larger scale roll-out
opportunities which naturally take longer to consummate than short term
campaigns. The Directors believe this strategy is starting to pay dividends in
the current quarter with the future pipeline in FY 2015 and beyond looking much
improved."

On 1 October 2014, the Company announced two new contract wins as follows:

"The Group is providing programming, development and installation services for
a large multi- national Company and their partners developing a new retail
concept. The initial project is expected to generate revenues of approximately
£400,000 with future potential to roll out across multiple UK locations and
countries."

"In addition several new contracts have been won in the Education sector, with
value over £220,000 the largest of which will generate revenues totalling £
180,000."

"All of these projects are scheduled to be delivered in the quarter ended 31
December 2014."

The Company intends to announce its unaudited interim results for the six
months ended 30 September 2014 by 31 December 2014. The Company expects to
report revenue for the six months ended 30 September 2014 in the region of £
1,579,000 (2013 - £1,572,000), gross margin of approximately £528,000 (2013 - £
576,000) and a loss for the period, after taxation, of approximately £203,000
(2013 - £183,000 loss). EBITDA is expected to be a loss of approximately £
180,000 (2013 - £98,000 loss) before interest and finance costs of £26,000
(2013 - £77,000). The increased EBITDA loss for six months ended 30 September
2014 versus the comparable period reflects additional heavy investment that the
Group has made in sales and marketing resources during that period, including
additional rent costs for the London Showroom of £35,000 (occupation of which
was taken 1 July 2013) and one off sales consulting costs of £13,000.

Use of Proceeds

The net cash proceeds of the Placing are expected to amount to approximately £
400,000 of which up to £150,000 will be used for continued investment in sales,
marketing, and development of audience measurement products including the
production of advertising and case study material, advertising spend,
investment in test systems for customer trials, ongoing system development and
legal costs. The balance of the net cash proceeds will be applied for working
capital and continued investment in sales and marketing.

At the beginning of the financial year (1 April 2014), the Group had an
outstanding loan from a major shareholder of £200,000. The proceeds of the
Placing are not being used to repay any of this loan.

Conditionality and Admission to AIM

The Placing is conditional, inter alia, on the Company obtaining approval from
Shareholders to grant the Directors the authority to allot the Placing Shares
and to dis-apply pre-emption rights, and on admission of the Placing Shares to
trading on AIM.

Application will be made to the London Stock Exchange for the Placing Shares to
be admitted to trading on AIM ("Admission"). It is expected that Admission will
become effective at 8.00 a.m. on 9 January 2015.

Total voting rights

Following Admission, the Company's enlarged issued share capital will comprise
1,039,757,641 Ordinary Shares. The Company does not hold any shares in
treasury. Therefore, the total number of Ordinary Shares with voting rights
will be 1,039,757,641. This figure may be used by Shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change in their interest in, the
share capital of the Company under the FCA's Disclosure and Transparency Rules.

Terms used in this announcement but which are otherwise undefined shall have
the same meanings as set out in the Circular. A copy of the Circular will be
available shortly on the Company's website at www.mediazest.com

Enquiries:


MediaZest Plc

Geoff Robertson
Chief Executive Officer              020 7724 5680

Northland Capital Partners Limited
Nominated Adviser
Gavin Burnell / Edward Hutton        020 7382 1100

Hybridan LLP
Broker

Claire Noyce                         020 3713 4581
William Lynne                        020 3713 4582
Niall Pearson                        020 3713 4583


Notes to Editors:

MediaZest is a creative media agency and audio visual systems integrator that
specialises in providing innovative marketing solutions to leading retailers,
brand owners and corporations, but also works in the public sector in both the
NHS and Education markets. The Group supplies an integrated service from
content creation and system design to installation, technical support and
maintenance. MediaZest was admitted to the London Stock Exchange's AIM market
in February 2005. For more information, please visit www.mediazest.com