26:02:03

Digital Animations Group plc announce proposed capital reorganisation.

Introduction

Further to the announcement on 17 February 2003, the Company has today dispatched a circular to shareholders the purpose of which is to provide further details of the initial stage of the process required to effect the proposed return of surplus cash to shareholders, namely the creation of a potentially distributable reserve through the cancellation of the Company's share premium
account, and to seek the necessary approval from shareholders to implement the process ("the Proposal").

The Proposal

As at 30 September 2002, the date of the last published financial statements of the Digital Animations Group, both the Group and the Company had cash reserves of approximately £9.2 million. As stated in the Company's announcement of 17 February 2003, pursuant to an internal financial review conducted by the Company, £3 million of the Company's cash resources are currently considered to be surplus to the requirements of the Company and the Board has therefore decided that an amount of up to £3 million should be returned to shareholders. The provisions of the Companies Act, 1985 require that any such distribution to shareholders, regardless of the specific method adopted by the Company to effect the distribution, be made out of distributable profits of the Company. Currently, the Company does not have sufficient distributable profits to effect a distribution.

The Company currently has approximately £11.81 million standing to the credit of its share premium account. This represents the premium paid over the nominal value (10p each) of the ordinary shares of the Company and is an undistributable reserve. In order to increase the potentially distributable reserves of the Company, it is proposed that the share premium account be cancelled. This will have the effect of reducing the Company's undistributable reserves and treating the amount presently in the share premium account as realised profits. Such realised profits would be potentially distributable, subject to compliance with the provisions of the Companies Act that require the Company to maintain adequate protection for creditors, and would give the Company the necessary flexibility to return cash to shareholders. The Board believes that the remaining cash balances of the Company, following the proposed distribution, will provide a strong balance sheet and a prudent level of cash resources, both to achieve the Group's business plan and provide for contingencies in the near to medium term.

The Board is currently working with the Company's advisers to structure the most time and cost efficient mechanism to effect the return of surplus cash to shareholders following completion of the Court confirmation process described below. Specific details of this proposal will be communicated in due course.

Extraordinary General Meeting

It is necessary to convene an Extraordinary General Meeting of the Company which will be held on 27 March 2003, at which a special resolution will be proposed to cancel the share premium account.

Confirmation by the Court

The proposed cancellation of the share premium account is conditional upon confirmation by the Court of Session in Edinburgh (the "Court"). In seeking the Court's confirmation, it will be necessary for the Company to satisfy the Court that the interests of its creditors are not prejudiced by the Proposal. The Company does not foresee any objections to the Proposal from its creditors and expects to meet the requirements of the Court for the protection of creditors. Assuming that the Court does make an order confirming the cancellation of the share premium account, the proposed cancellation will become effective as soon as a copy of the order is registered by the Registrar of Companies. An appropriate announcement will be made by the Company once registration has occurred, expected to be in June 2003.

Recommendation and voting intentions

The Board considers that the Proposal described in the circular is in the best interests of shareholders and the Company as a whole. Accordingly, the Board unanimously recommends shareholders to vote in favour of the resolution.

Two of the major shareholders of the Company, namely 3i Group plc and New Media Spark plc have indicated to the Company that they intend to vote in favour of the resolution in respect of their own beneficial holdings of ordinary shares amounting in aggregate to 6,749,824 ordinary shares representing approximately 21.55 per cent of the current issued ordinary share capital of the Company.

Further, the directors of the Company intend to vote in favour of the resolution in respect of their own beneficial holdings of ordinary shares amounting in aggregate to 3,534,377 ordinary shares representing approximately 11.28 per cent of the current issued ordinary share capital of the Company.

Enquiries
Rob Walker, Chairman
Mike Antliff, CEO
Paul McCaffrey, Finance Director