Acquisition & Placing

RNS Number:9864E
Real Affinity PLC
22 June 2006

FOR IMMEDIATE RELEASE                                              22 June 2006

                               Real Affinity plc
                             Acquisition and placing

Real Affinity plc, ("Real Affinity" or "the Company"), the AIM-listed marketing
services group, announces that it has conditionally agreed to acquire
Conferaccom Limited, a company which trades as Venues Unlimited ("Venues"), for
a maximum consideration of #2m ("the Acquisition").

The consideration comprises an initial payment of #750,000 to be satisfied as to
#500,000 in cash and the balance by the issue of 125m new Ordinary shares at
0.20p per share ("the Initial Consideration Shares"). Deferred consideration up
to a maximum of #1,250,000 (to be satisfied as to a maximum of #600,000 in cash
and up to an additional 200m new Ordinary shares) is payable in two tranches
conditional on the net profit after tax performance of Venues for the years
ending 31 March 2007 and 2008.

To satisfy the initial cash consideration and the Company's additional working
capital requirements, the Company is raising #1,001,200 before expenses by means
of a non-underwritten placing of 770,153,843 new Ordinary shares at 0.13p per
share ("the Placing"), of which #879,200 has been arranged by HB Corporate, the
Company's Broker with institutional and other investors. The balance is being
subscribed for by certain directors and staff of the Company.

About Venues

Venues is based in Swindon and was established in 1989. It is a leading,
independent, conference placement and event management company, with 85
employees.

Venues' turnover derives from agency bookings of travel and accommodation for
clients and commission income in relation to event and conference management. In
the year ended 31 March 2006, its audited net profit after taxation amounted to
#131,000 on total turnover of #12.2m (of which #2m related to commission
income). The deferred consideration tranches are payable in full where audited
net profit after taxation for the years ending 31 March 2007 and 2008 are at
least #210,000 and #280,000, respectively. At 31 March 2006 Venues had audited
net assets of #51,000.

The price at which the deferred consideration shares are issued will be the
lower of 0.2p and 0.3p respectively and the average price for the 7 business
days preceding the issue of each tranche of shares.

The Placing


HB Corporate has, on behalf of the Company, placed 676,307,692 new Ordinary
Shares at 0.13p with institutional and other investors conditional, inter alia,
upon the completion of the Acquisition. In addition, 93,846,151 new Ordinary
Shares are being subscribed for by certain directors and staff of the Company.

The total number of shares in issue after the Placing and initial consideration
under the Acquisition will be 2,801,687,229 shares.

Application will be made for the Placing Shares and the Initial Consideration
Shares, both of which will rank pari passu in all respects with the existing
issued shares, to be admitted to trading on AIM with effect from 29 June 2006.

Gerard Corcoran, Group Chief Executive, Real Affinity plc commented:

"The acquisition of Venues broadens Real Affinity's offerings, strengthens our
client base, and is complementary to our existing businesses.

"This earnings-enhancing acquisition will further support the improved
performance that the Board commented on earlier this year. We have recently won
several major new clients and the benefits of the rationalisation programme are
now being seen.

"Overall, the Board is pleased with the way the business is starting to move
forward."

Related party transaction

Directors Gerard Corcoran and Geoff Hedges, have invested #112,000 in the
Placing. This constitutes a related party transaction under the AIM Rules. Brent
Fitzpatrick and Paul Thompson, independent non-executive directors of Real
Affinity, having consulted with Brewin Dolphin Securities, the Company's
Nominated Adviser, believe that the terms of the transaction are fair and
reasonable insofar as its Shareholders are concerned.

Of the above investment, Mr Corcoran and Mr Hedges have invested #110,000 and
#2,000 respectively in the Placing for 84,615,384 and 1,538,461 new ordinary
shares at 0.13p per share. Following the Placing, Mr Corcoran and Mr Hedges own
217,714,684 and 35,285,629 shares respectively, representing 7.77 per cent and
1.26 per cent of the enlarged issued ordinary share capital.


ENQUIRIES:

Real Affinity plc                                            Tel: [phone]
Gerard Corcoran, Group Chief Executive
Brent Fitzpatrick, Non-Executive Director

Brewin Dolphin                                               Tel: [phone]
Neil Baldwin

HB Corporate                                                 Tel: [phone]
Edward Hutton/Jon Levinson

Bankside Consultants                                         Tel: [phone]
Michael Padley/Susan Scott


Notes to Editors:

About Real Affinity

Real Affinity provides integrated marketing and communications services, from
brand building and direct marketing to web consultancy for a wide range of blue
chip clients. With offices in London, Bradford, Swindon, Oxford and Milton
Keynes, it has a number of subsidiaries including Navigator, the sports and
leisure business; Holly Benson, the full service marketing communications
agency; Ladders, a direct marketing subsidiary; and Onstate, its digital web
agency.

ENDS



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