Creation of Convertible Loan Stock

    5 September 2008

                               RETEC DIGITAL PLC                               

                          ("Retec" or "the Company")                           

  Creation of �650,000 Convertible Unsecured Loan Stock to Initially Raise 
                                  �450,000                                    

Retec, the multi-channel marketing services company and one of the UK's largest
provider of guided selling solutions which counts Tesco, Asda and Sainsbury's
amongst its clients, is pleased to announce that the Company has created �
650,000 nominal value Convertible Unsecured Loan Stock (the "Transaction").

Retec will initially issue �450,000 nominal value Convertible Unsecured Loan
Stock to its major shareholder Meadowside Leasing Limited ("Meadowside"). The
proceeds of the Transaction will be used by the Company to redeem a principal
loan amount of �150,000 previously advanced to the Company by Meadowside and
for working capital purposes. The balance of �200,000 will remain available
should the Company require this in the future.

Meadowside are a wholly owned subsidiary of DC Thomson & Co Ltd, the media and
publishing group based in Dundee, Scotland, whose publications include The
Sunday Post, The Aberdeen Press and Journal, The Dundee Courier and The Beano.
Meadowside is also involved in the media and publishing business, and other
interests include Peter Haddock Limited, Children's Leisure Products Ltd and
Parragon Publishing Ltd. Meadowside have held an interest in Retec since 2004
and have been one of the Company's major shareholders since this time.

The Convertible Unsecured Loan Stock will carry a coupon interest rate of 8 per
cent. per annum payable quarterly in arrears and be convertible at 2 pence per
ordinary share or (if less) the lowest price per ordinary share at which,
whilst Convertible Unsecured Loan Stock remains outstanding, the Company
issues, or agrees or commits itself, to issue ordinary shares at any time up
until 31 December 2009, at which point any issued but unexercised Convertible
Unsecured Loan Stock is repayable by the Company. Any Convertible Unsecured
Loan Stock converted to ordinary shares will rank pari passu with the existing
ordinary shares.

Following the Transaction, whereby Retec will initially issue �450,000 nominal
value Convertible Unsecured Loan Stock, Meadowside could hold 51,742,166
ordinary shares or 27.60 per cent. of the enlarged issued share capital were
all its Convertible Unsecured Loan Stock and warrants exercised and if no other
parties were to exercise their options and warrants in issue. In the event that
the whole Convertible Unsecured Loan Stock facility available to Retec of �
650,000 was issued to Meadowside i.e. the additional �200,000 available was to
be issued to Meadowside at a later date, Meadowside could hold 61,742,166
ordinary shares or 31.27 per cent. of the enlarged issued share capital of
Retec were all its Convertible Unsecured Loan Stock and warrants exercised and
if no other parties were to exercise their options and warrants in issue.

In recognition of the requirement for a general offer to be made to the
Company's shareholders pursuant to the provisions of Rule 9 of the City Code on
Takeovers and Mergers (the "Code"), the Takeover Panel has been consulted prior
to the Transaction. The Convertible Unsecured Loan Stock Instrument also
contains a clause prohibiting Meadowside from exercising its right to convert
Convertible Unsecured Loan Stock if such conversion would result in it being
required to make a mandatory offer pursuant to Rule 9 of the Takeover Code.

Related Party Transaction

Meadowside are the current holders of 28,617,166 ordinary shares, or 17.42 per
cent., in the total voting rights of Retec and 625,000 warrants exercisable at
2 pence per share. Meadowside is therefore a substantial shareholder of the
Company and is considered to be a related party as defined under AIM Rules for
Companies (the "AIM Rules"). The Transaction will constitute a "related party
transaction" under AIM Rule 13. Accordingly, the Directors, having consulted
with Charles Stanley Securities, the Company's Nominated Advisor, consider the
terms of the transaction to be fair and reasonable insofar as shareholders are
concerned.

John Cole, CEO of Retec, commented: "We are delighted that Meadowside has
further demonstrated its belief in our future via its financing contribution to
the business at this time."

                                   - Ends -                                    

For further information please contact:

Retec Digital PLC                                                01455 222260
John Cole, Chief Executive                                                   
Charles McKay, Finance Director                                              
                                                                             
Hogarth Partnership Ltd                                         020 7357 9477
Fiona Noblet / Ian Payne                                                     
                                                                             
Charles Stanley Securities           
Mark Taylor / Ben Johnston                                      020 7149 6000

END
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