Share Consolidation

RNS Number:8270L
Urbium PLC
03 June 2003

                      
Embargoed until 0700                                               3 June 2003

                                   Urbium PLC
                          ("Urbium" or "the Company")

             Consolidation of Share Capital & Free Dealing Service
                             For Small Shareholders

Urbium announces that it is proposing a consolidation of the Company's ordinary
share capital on the basis of one new ordinary share of 50p for every 50
Existing Ordinary Shares. The Company is also announcing details of a free
dealing service for shareholders who own fewer than 10,000 existing ordinary
shares to allow them to sell their shares in the market free of commission.

John Conlan, Chairman, commented: "We believe the Proposed Consolidation being
announced today will help improve both the attractiveness and marketability of
Urbium shares, through a combination of the increased value per share and a
tighter bid offer spread.

"We are also taking this opportunity to provide small shareholders in the
Company with the option of realising their investment in a cost effective
manner, free of commissions and other dealing costs. We believe the Cash-Out
Election will be attractive to certain shareholders and will also assist the
Company in reducing its administrative costs."

Further details follow below.

Consolidation Of Share Capital

The Company's authorised ordinary share capital comprises 775,000,000 ordinary
shares of 1p each (the "Existing Ordinary Shares") of which 517,529,637 are
currently in issue.

The Directors consider that a consolidation of the Company's ordinary shares
should assist in improving their attractiveness and liquidity, through the
increase in the value of each share which is expected to result, and potentially
lead to a relative reduction in the bid offer spread price of a share.
Accordingly, it is proposed that every 50 Existing Ordinary Shares be
consolidated into one new ordinary share of 50p (the "Consolidation").

To effect the consolidation it may be necessary to issue an additional number of
Existing Ordinary Shares so that the Company's issued share capital is exactly
divisible by 50 at the time the Consolidation takes effect. These additional
Existing Ordinary Shares would be issued, by way of capitalisation of reserves,
to the Company Secretary. Since they would only represent an entitlement to a
fraction of a new ordinary share of 50p (a "New Ordinary Share") they would be
sold for the benefit of the Company pursuant to the arrangements described under
"Fractional Entitlements" below. Following the consolidation the Company's
authorised ordinary share capital would comprise 15,500,000 New Ordinary Shares
and, assuming no further shares are issued before the Consolidation becomes
effective, the issued share capital would comprise 10,350,593 New Ordinary
Shares. The New Ordinary Shares would have the same rights, including voting and
dividend rights, as the Existing Ordinary Shares.

As a result of the Consolidation, the exercise price and number of shares in
respect of which options may be exercised under the Company's share option
schemes would be adjusted in accordance with the rules of the relevant schemes.

Assuming that the Consolidation is approved, it is expected to become effective,
and trading in the New Ordinary Shares is expected to commence, on AIM on 2 July
2003.

Fractional Entitlements

Holders of fewer than 50 Existing Ordinary Shares would not be entitled to
receive New Ordinary Shares under the Consolidation. Shareholders with a holding
of Existing Ordinary Shares which is greater than 50 but which is not exactly
divisible by 50 would have their entitlement rounded down to the nearest whole
number. Fractional entitlements would be aggregated and sold in the market for
the benefit of the Company except that any net proceeds after deduction of the
expenses of sale in excess of #3 would be distributed to the shareholders
entitled thereto.

Free Dealing Service For Small Shareholders

The Company has a large number of shareholders who hold only a very small
interest in the Company with a low economic value. By way of illustration, the
Company currently has approximately 13,000 shareholders each of whom holds less
than 10,000 shares. This can be disadvantageous for the shareholder concerned,
as commissions and other dealing costs may make it uneconomic to sell the
shares, and it also involves additional administrative expense for the Company.
Accordingly, the Company has made arrangements to provide such shareholders with
an opportunity to sell their shares for cash at the best price reasonably
obtainable in the market, free of commissions or other dealings costs ("the
Cash-Out Election").

This arrangement, which will proceed whether or not the Consolidation takes
place, is available only to shareholders who held 10,000 or fewer Existing
Ordinary Shares as at the close of business on 29 May 2003 (the "Record Date"),
the latest practicable date prior to the printing of the circular (an "Eligible
Shareholder"). Eligible Shareholders will only be able to sell the whole, and
not part only, of their shareholding as at the Record Date under the Cash-Out
Election.

All shares sold under the Cash-Out Election will be sold at the same price
pursuant to a bookbuild to be carried out by the Company's brokers, Numis
Securities Limited, which is expected to close on 15 July 2003. The price
obtained for shares under the Cash-Out Election is not subject to any minimum
but would depend on market demand at the time. If the Directors consider that it
would be advantageous for the Company, Numis Securities Limited may purchase
some or all of the shares in respect of which Cash-Out Elections are made, at
the price fixed pursuant to the bookbuild referred to above, on behalf of the
Company. However, the Company will not be obliged to purchase any shares in
respect of which the Cash-Out Election is made. If there is insufficient demand
for the total number of shares in respect of which Cash-Out Elections are made
to be sold, only the number of shares which matches demand will be sold. In such
an event priority will be given to those Eligible Shareholders who held the
smallest holdings of shares on the Record Date and thereafter in ascending order
of size of holding.

Extraordinary General Meeting

A circular to shareholders providing full details of the Proposed Consolidation
and cost free dealing arrangement for small shareholders is being sent to
shareholders today.

An Extraordinary General Meeting of the Company has been convened for 10.30 am
on 1 July 2003 for the purpose of passing the Resolutions required for the
proposals described in the circular to take place.

A timetable detailing the principal events relating to the Consolidation and the
Cash-Out Election is set out below:

Record Date for determining eligibility for Cash-Out Election        29 May 2003

Latest time and date for receipt of forms of proxy      10.30 am on 29 June 2003

Extraordinary General Meeting                            10.30 am on 1 July 2003

Dealings in New Ordinary Shares to commence on AIM        8.00 am on 2 July 2003

CREST accounts credited in respect of the New Ordinary Shares        2 July 2003
and any payments due by

Cheques for any cash payments due in respect of fractional           8 July 2003
entitlements despatched by

Latest time for returning Cash-Out Election Forms           5 pm on 14 July 2003

Bookbuild for Cash-Out Election closes and result announced         15 July 2003

Cheques despatched to relevant Eligible Shareholders in respect     25 July 2003
of sales under the Cash-Out Election

                                    - Ends -

Enquiries:
Urbium PLC                                                       020 7434 0030
Steven Palmer, Finance Director

Weber Shandwick Square Mile                                      020 7067 0700
Kevin Smith/Becky Haywood









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