S.E.A. Multimedia Ld - Re Letter to Shareholders

RNS No 9061f
S.E.A. MULTIMEDIA LIMITED
5th October 1998


"S.E.A. Multimedia Ltd.

"The chairman of S.E.A. Multimedia Ltd.  ("SEA" or "the Company") has today sent
a letter to shareholders, the text of which is set out below.  Further copies
of the letter may be obtained from Raphael Zorn Hemsley Limited, Cheapside
House, 138 Cheapside, London EC2V 6LH.

"As previously announced the current twin objectives of the board of SEA have
been to develop the activities of its technology-based subsidiary, Manna Network
Technologies ("Manna"), and at the same time to build on SEA's existing strength
in the world of sports-related products.

"During 1998 the overhead of the group was reduced by the discontinuance of the
games division but investment continued, particularly in Manna in order to
develop it to a point where significant external funding could be raised at a
valuation which would reflect its development of e-commerce technology.

"The directors (supported by Ampa Investments Ltd, one of the major
shareholders) have been fully committed to this policy and have been prepared
personally to ensure success by forgoing salary increases in the case of Mr
Barnoach and Mr Rozov which were contractually due to be paid and by providing
personal guarantees to the Company's bankers in respect of facilities granted to
the Group. Mr Barnoach and Mr Rozov were in fact, entitled to salary increases
of NIS 5,000 per month with effect from 1 January 1998.

"In June 1998, Ampa Investment Ltd, Mr Banoach, Mr Grodecki, Mr Rozov and Mr
Rubinstein being the SEA directors other than Mr Dohan guaranteed a bank
facility of up to US$300,000 from Bank Leumi. In September 1998, a further
facility of US$100,000 was negotiated and was supported by further guarantees
provided by Ampa Investment Ltd, Mr Barnoach, Mr Grodecki and Mr Rubinstein.
These loans were principally utilised to fund the development of Manna pending
external funding being arranged.

"Mr Barnoach and Rozov have no existing options on shares in SEA or any of its
subsidiaries. In view of their support both in providing guarantees and forgoing
salary increases and in addition their success in achieving external funding for
Manna as reported on 11 September 1998, the board has agreed as a long term
incentive to grant options to Mr Barnoach and Mr Rozov each to subscribe for a
total of 28,870 Ordinary Shares of Manna. This represents in each case 2% of
Manna's outstanding share capital on a fully diluted basis.

"The options over half the Ordinary Shares will be exercisable not before 1
October 1999 at a price equal to the nominal value thereof (NIS 0.01). The
options over the other half of the Ordinary Shares will be exercisable not
before 1 October 2000 at a price equal to $1.92, being the value at which
Ordinary Shares were issued recently to third parties. These options will expire
on 1 October 2002 and are considered part of the remuneration package for Mr
Barnoach and Mr Rozov.

"The above matters are to be put to an Extraordinary General Meeting of the
Company to be held on 18 October 1998. A Notice of that Meeting, setting out
full details thereof, is attached, as is a Form of Proxy which we urge you to
complete and return as soon as possible.

"The transaction is considered to be a related party transaction under the AIM
rules. The directors of the Company (other than Messrs Barnoach & Mr Rozov,
given their interest in this matter) are of the opinion, having consulted with
their nominated adviser, Raphael Zorn Hemsley, that the terms of the proposals
are fair and reasonable so far as shareholders of the Company are concerned. The
directors (other than Messrs Damoach and Rozov) recommend that you vote in
favour of the resolutions to be proposed at the Meeting, as they themselves
(other than Messrs Barnoach and Rozov who will abstain from voting) intend to do
in respect of their own beneficial holdings amounting to 3,917,612 Ordinary
Shares of the Company and representing 15.68% of the current issued share
capital of the Company. Ampa Investment Ltd have agreed to vote in favour of the
resolution in respect of their holding amounting to 4,940,000 Ordinary Shares
and representing 19.77%.

If all the options over Ordinary Shares of Manna mentioned above are exercised,
SEA will own 66.58% of the diluted Ordinary Share capital of Manna. At 31
December 1998 Manna had a negative net asset value of #1,559,000 and in the
year to that date it made a pre-tax loss of $1,560,000.

"In a separate transaction Mr Rozov has sold 250,564 Ordinary Shares of the 
Company (1.00% of the issued share capital) to Mr Rubinstein at a price of 5 
pence per Ordinary Share.  As a result Mr Rozov now beneficially owns 5,236,636
Ordinary Shares (20.95% of the issued share capital) and Mr Rubinstein now
beneficially owns 2,074,564 Ordinary Shares (8.30% of the issued share 
capital)."

END

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