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News 2006


RDF Media Group plc acquisition of The Comedy Unit Limited
31st August, 2006

RDF, the AIM listed television producer and content distributor, is pleased to announce that it has reached agreement to acquire the entire issued share capital of The Comedy Unit Limited ("The Comedy Unit") for initial consideration of £6.5 million, £4.0 million of which will be payable in cash and £2.5m in RDF shares. Deferred consideration of up to a maximum of £4.5 million, and dependent upon the performance of The Comedy Unit up to 31 January 2008, will be payable in cash and RDF shares or loan notes.

The Comedy Unit was established by April Chamberlain and Colin Gilbert in 1995 following successful careers at BBC Scotland. Whilst at the BBC, Colin Gilbert produced a number of shows including Naked Video and Rab C Nesbitt, the last three series of which were produced by The Comedy Unit for the BBC. Since then the company has produced a broad range of comedy content including Still Game, a spin off from sketch show Chewin' the Fat. Still Game, originally commissioned by BBC Scotland, has aired nationally on BBC2 for its fourth and fifth series and was recently commissioned by the network for a sixth series.

The Comedy Unit is a regional independent producer based in Glasgow and employs about 20 people, of whom approximately half work in development and script editing. This team has been brought together over a number of years and works closely with writers and comedians to develop new ideas. A significant proportion of The Comedy Unit's net profits are derived from DVD sales and other rights exploitation. The company has recently won three new pilots for the BBC and Channel 4.

The deferred consideration will be payable in cash and shares or loan notes (the latter at the discretion of RDF) and will become payable following the agreement of The Comedy Unit audited accounts for the 10 month period ending 31 January 2007 and the year ending 31 January 2008. In the year ended 31 March 2006, The Comedy Unit generated turnover of £5.4 million and profit before tax of £773,000. Net assets were £647,000 at that date.

Application has been made for the 1,228,502 ordinary shares of 1 pence each in the Group to be admitted to listing on the London Stock Exchange's AIM market. It is expected that dealings will commence on 5 September 2006. Following admission of these shares to listing, RDF will have 37,811,021 ordinary shares in issue and admitted to listing. The cash consideration will be met from the Group's existing facilities.

April Chamberlain, Joint Managing Director of The Comedy Unit commented, "We have been working closely with the rights exploitation division of RDF for some time and this has allowed our relationship with the wider RDF management team to develop. We believe that by combining forces with RDF we will be better positioned than ever to pitch the undoubted talents of our creative team to broadcasters in the UK and internationally."

David Frank, RDF Chief Executive said, "This acquisition moves RDF into the comedy genre with one of the most talented and best managed businesses in the sector. We are very excited about the potential for us to work together to build The Comedy Unit further. This deal, which further enhances RDF's production presence in Scotland, demonstrates our commitment to enhance shareholder value by focusing on the creation of high quality, multi-genre content for exploitation worldwide."

For further information, please contact:

David Frank Jonathan Slow
Chief Executive Corporate Development Director
  
RDF Media Group plc RDF Media Group plc
Tel: 020 7013 4440 Tel: 020 7013 4335
  
Alice Robertson  
Group Head of Press & Marketing  
RDF Media Group plc  
Tel: 020 7013 4368  

Notes to editors:

RDF Media Group plc

Since 1993, RDF has developed, produced and distributed a range of outstanding programming in entertainment, factual entertainment, features and drama. RDF has been one of the UK's fastest growing companies appearing in The Sunday Times Virgin Atlantic Fast Track top 100 in 2001, 2002, and 2003 and The Sunday Times PricewaterhouseCoopers Profit Track top 100 in 2005. The company was successfully listed at 144p on the London AIM market in May 2005.

Through its group members RDF Television, RDF Rights, RDF USA, IWC Media, Touchpaper Television, Presentable, Radar TV & Foundation the RDF Group makes television programmes for all the UK terrestrial broadcasters, a number of secondary UK channels as well as several US Network and cable broadcasters. It also sells programmes and formats to broadcasters worldwide and exploits secondary rights such as DVDs and merchandising through RDF Rights.

Key shows include: Wife Swap - Channel Four/ ABC (US); Holiday Showdown - ITV1/ ABC (US); Location, Location, Location and Relocation, Relocation - Channel 4; The Basil Brush Show - CBBC; Rock School - Channel 4/VH1 (US); Ian Wright's Supersize Kids (Channel 4/ABC (US); Ladette to Lady - ITV1; Scrapheap Challenge - Channel Four; Harlot's Progress - Channel 4; Shipwrecked: Battle of the Islands - Channel Four; The Red Arrows (BBC1) & The Queen's Castle - BBC1.

RDF has won numerous awards for its programming including a number of BAFTAs, RTS awards, the Rose d'Or at Montreux and an International Emmy. In 2003, 2004 and 2005 RDF was voted the most respected and admired independent producer by its peers and won Broadcast's Best Independent Production Company award in 2002, 2004 and 2006. RDF is the only indie to win this award more than once. IWC Media won the award in 2003.

RDF Rights is the vehicle through which the group exploits the rights it creates in its programmes. RDF Rights also acts as agent on behalf of over 50 third party independent producers. Since the Communications Act 2003, independent producers in the UK have owned and controlled most of the secondary rights in their programmes made for terrestrial broadcasters.

RDF has offices in London, Glasgow, Bristol, Cardiff, Maidstone, New York and Los Angeles and the group employs about 600 people.

In the year to 31 January 2006, group sales were £59.5m and adjusted pre-tax profits were £5.4m.

Recent history:

May 2005 RDF floats on AIM with a market capitalisation of £48m
  
August 2005 RDF acquires drama producer, Touchpaper Television
  
December 2005 RDF acquires Scotland's largest independent producer, IWC Media
  
December 2005 RDF acquires control of specialist entertainment producer Radar TV
  
January 2006 RDF hires Nigel Pickard (former Director of Programmes ITV) as Director of Family Entertainment
  
February 2006 RDF hires Chris Coelen, former head of Alternative TV at United Talent Agency, as CEO of Pangea Management Group and RDF's US operations
  
April 2006 RDF acquires Welsh independent production company, Presentable
  
August 2006 RDF acquires specialist children's producer, Foundation.



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