EGM Statement

RNS Number:3521K
Prestige Publishing PLC
24 April 2003

For Immediate Release



Prestige Publishing plc ("the Company")



The Directors are pleased to announce that resolutions 1,2 and 3 of the
resolutions placed before the shareholders at today's Extraordinary General
Meeting ("EGM") were passed.  Resolution 4 was not put to the meeting.
Accordingly, the Company does not have the ability to issue shares for cash
consideration without first seeking shareholder approval.



With effect from 25 April 2003, the number of shares admitted to trading on AIM
will be 1,383,450 Ordinary shares of 1p per share, fully paid.



Under the prospectus issued at Admission of the Company to AIM, on any such
capitalisation, sub-division or consolidation, the auditors of the Company will
certify the appropriate adjustments to the subscription rights of the
Warrantholders.  Notice of the adjustments will be sent to each Warrantholder
within 28 days of the EGM.





A copy of the resolutions  passed by the shareholders is included below:



                              Ordinary resolutions



1.             That 99 out of every 100 issued ordinary shares of 1p each held
by an individual shareholder be converted into one deferred share of 99p each in
the capital of the company (Deferred Shares) with the following rights:



1.1              the holders of Deferred Shares are not entitled to receive
notice of or attend general meetings and will not be entitled to vote at general
meetings;



1.2              the holders of Deferred Shares are not entitled to receive any
dividend payments from the profits of the company which it may distribute and
declare;



1.3              the Deferred Shares confer a right (1) to repayment to their
holders of the amounts paid up or credited as paid up on them on a winding up or
return of capital or otherwise in proportion to the number of such shares held
after paying to the holders of the ordinary shares #10,000 in respect of each
such share; and (2) to participate in any surplus assets of the company in
proportion to the number of such shares held after payment to the holders of
ordinary shares.



2.             That, conditionally upon the passing of resolution 1, in
accordance with section 80 Companies Act 1985 (CA1985), the directors are
generally and unconditionally authorised to allot the relevant securities, as
defined in section 80(2) CA1985, up to an aggregate nominal amount of
#13,616,550.25 such authority, unless previously revoked or varied by the
company in general meeting, to expire on 23 April 2008, except that the
directors may allot relevant securities pursuant to an offer or agreement made
before the expiry of the authority.





                              Special resolutions



3.             That the articles of association of the company are amended by
the deletion of article 3 and its replacement by the following:

3.1       The share capital of the company is #15,000,000 divided into
1,363,038,475 ordinary shares of 1p each (Ordinary Shares) and 1,383,450
deferred shares of 99p each (Deferred Shares).

3.2       The Deferred Shares confer the following rights on their holders:

3.2.1        no right to receive notice of or attend general meetings and no
right to vote at general meetings;

3.2.2        no right to receive any dividends;

3.2.3        the right (1) to repayment of the amounts paid up or credited as
paid up on them on a winding up or return of capital or otherwise in proportion
to the number of such shares held after paying to the holders of ordinary shares
#10,000 in respect of each such share; and (2) to participate in any surplus
assets of the company in proportion to the number of such shares held after
payment to the holders of ordinary shares."







24 April 2003



For further information, please contact:



Simon Robinson (Director)       020 7287 5544


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