MME Medal Ent&Med

RNS Number:1297H
Medal Entertainment & Media PLC
06 February 2003



Strictly embargoed until: 07.00, Thursday 6 February 2003


                   Notice of Extraordinary General Meeting and
                        separate Warrantholders' Meeting


Medal Entertainment & Media plc announces that it is convening meetings to seek
Shareholder and Warrantholder approval to alter the terms of the Company's
Warrants and to bring forward the date of their expiry.  As stated in the
Company's interim results announced on 12 December 2002, the Directors believe
that the potential dilutory effect of the outstanding Warrants serves to depress
the Company's share price.

The meetings will be held at the offices of Nabarro Nathanson, Lacon House, 84
Theobalds Road, London WC1X 8RW at 9.30 a.m. on 5 March 2003.

The existing terms of the Warrants give the Warrantholder the right to subscribe
for two Ordinary Shares for each Warrant held at 77 pence.

The proposed revised terms of the Warrants are as follows:

*    the Warrants will become immediately exercisable until 4.30 p.m. on 16
     April 2003

*    each five Warrants will have a right to subscribe for one new Ordinary
     Share at a price of 10 pence per new Ordinary Share

*    on 17 April 2003, the Warrants will expire and be cancelled and the Company 
     will apply for their trading on AIM to be cancelled

*    application will be made for the Ordinary Shares to be issued as a result 
     of the exercise of the Warrants to be admitted to trading on AIM

*    assuming that the Resolutions are passed and that all Warrants were
     exercised in accordance with their revised terms, the maximum number of new
     Ordinary Shares that would be issued would be 1,841,703 new Ordinary Shares
     (representing up to 20.14 per cent. of the Company's issued ordinary share
     capital).  This would raise a gross amount of up to approximately #184,170 
     for the Company which would be applied to the expenses of this Warrant 
     alteration exercise and the on-going working capital requirements of the 
     Group

A circular will be sent later today to Shareholders and Warrantholders informing
them of the nature of the proposed alterations to the terms of the Warrants and
recommending that both Shareholders and Warrantholders vote in favour of the
resolutions to be proposed at the EGM and the Warrantholders' Meeting, which are
necessary to give effect to the proposals.  Shareholders and Warrantholders are
urged to complete and return the forms of proxy that they will find enclosed
with the circular being sent to them today.

Brook Land, Chairman of MEM, commented: "The Directors believe that the
potential dilutory effect of the outstanding Warrants serves to depress the
Company's share price and may have an impact on the Company's ability to raise
further finance or make acquisitions in pursuit of its stated growth strategy.
Having considered alternatives to address the dilutive effect of the Warrants in
a way that is equitable to both Shareholders and Warrantholders, we believe that
the Proposals we are putting to them represent the most equitable solution."


For further information, please contact:

Michael Mercieca                             Peter Willetts/
Chief Financial Officer                      Rosie Brown
MEM plc                                      Tavistock Communications Limited
Tel:  020 8427 2277                          Tel:  020 7600 2288


Words and expressions defined in the circular to Shareholders and Warrantholders
of the Company dated 6 February 2003 (the "Circular") have the same meaning when
used in this announcement.


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