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Acquisition of Clear (Post Production) Limited

25 July 2006

Further to the announcement dated 29 June 2006 that VTR plc (“VTR”) was in advanced negotiations to acquire Clear (Post Production) Limited (“Clear”), the Directors are pleased to announce that VTR has today completed (subject only to admission of the consideration shares referred to below) the acquisition of the entire share capital of Clear (the “Acquisition”).

Clear is an award-winning digital visual effects and CG animation studio, specialising primarily in the commercials market. Following the acquisition, Clear will relocate from its current premises in London, where the lease has ended, to VTR’s premises at 37 Dean Street, maintaining its name and image, and playing a key role in the new expanded facility.

The Board believes that the addition of Clear will enhance and strengthen the business of the VTR Group and will enable it to compete better in the higher margin commercials sector of VTR’s market, particularly in the field of digital visual effects.

The consideration for the Acquisition is a payment in cash of £300,000 and the issue of 2,001,675 new VTR ordinary shares (the “Consideration Shares”) to the vendors of Clear (the “Vendors”). The cash payment will be satisfied from the proceeds of a placing of 1,224,490 new VTR ordinary shares at a price of 24.5 pence per share with Prime Focus Limited (“PFL”).

PFL has separately guaranteed to the Vendors that VTR’s ordinary shares will have a mean closing bid price of not less than 60 pence per share over the three month period ending on 25 July 2008, being two years from completion of the Acquisition (the “Guarantee”). Should the mean closing bid price be less than 60 pence per share, PFL will, without recourse to VTR, pay the difference to the Vendors. VTR will, in return for the Guarantee, and subject to approval of its shareholders in general meeting, issue 1,225,000 new VTR ordinary shares to PFL.

Application has been made for 3,226,165 new VTR ordinary shares to be admitted to trading on AIM and it is anticipated that admission will become effective and that dealings will commence on 26 July 2006. Following the Acquisition and the transactions above (excluding the issue of the Guarantee shares), there will be 27,756,276 ordinary shares in issue and PFL will be the beneficial owner of 14,716,001 Ordinary Shares representing 53% of the enlarged VTR share capital. A further application will be made in due course in relation to the ordinary shares to be issued pursuant to the Guarantee.

Each of the Vendors (save for ACC Industries Limited) has undertaken to retain at least two thirds of their Consideration Shares until 25 July 2007, being one year from completion of the Acquisition, and at least one third of their Consideration Shares until 25 July 2008, being two years from completion of the Acquisition. ACC Industries Limited will receive 700,700 of the Consideration Shares representing 2.4 per cent. of the enlarged issued share capital.

Further information on Clear

Clear is an independent visual effects company catering for the advertising, music video, feature film and broadcast industries from its home in the heart of London’s Soho.

Clear is equipped with a full complement of visual effects and animation tools to suit all kinds of projects – with kit including Infernos, Flames, Smoke, Shake for 2D compositing and a 3D department working with the latest in CGI technology, Clear has built a reputation for producing innovative and memorable work - from the small to the silver screen.

Further information on Clear can be found on its website, www.clearpost.co.uk

Financial information on Clear

Detailed below is the performance of Clear (Post Production) Limited for the 10 months since incorporation to 30 April 2006, based on unaudited management accounts.

Following the Acquisition, Clear will change its year to that of VTR, which is 31 August.

Commenting on the acquisition of Clear, Namit Malhotra, non-executive chairman of VTR said,“The acquisition of Clear brings to VTR a well rounded group of creative capability which complements the infrastructure strength of the VTR group. This will enable the provision of a more integrated service to clients as well as achieving synergies through cost rationalisation. We firmly believe that a combination of the two entities will form a creatively superior and more profitable business."

Simon Huhtala, Managing Director of Clear further commented,“This is a really exciting development for our staff and all of our clients both from VTR PLC and Clear. VTR has an extremely strong creative heritage with an enviable technical infrastructure. We’ve made no attempt to hide our ambitions to provide a more complete service for some time now and the discussions we had with Namit and his team illustrated some real synergies. Collectively we now have the necessary capital and strategic resources to grow in new directions."

Langham Capital was the financial adviser to Clear.

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