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  1. helke

    351 posts.
    Completed Negotiations to Restructure Business Operations

    Announced by: TELEVISION & MEDIA SERVICES LIMITED (TMS)
    Announced on: 24/12/2002 16:04:51
    Part: A
    Words: 456
    Status: Market sensitive (Y)
    Related Companies: PUBLISHING & BROADCASTING LIMITED, TEN NETWORK HOLDINGS LIMITED, AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED (PBL,TEN,ANZ)



    --------------------------------------------------------------------------------

    TELEVISION & MEDIA SERVICES LIMITED 2002-12-24 ASX-SIGNAL-G

    HOMEX - Sydney

    +++++++++++++++++++++++++
    Television & Media Services Limited ("TMS"), announces that it has
    completed negotiations to restructure its business operations as
    follows:

    * TMS has transferred all of the shares in the under performing Val
    Morgan and MEG Australian, New Zealand and South American cinema
    advertising businesses ("Advertising Businesses") to major creditors
    of the Advertising Business (being the cinema exhibitors Hoyts,
    Greater Union and Village) in return for the release of existing and
    future liabilities under cinema advertising agreements.

    * As previously announced, TMS is in the process of withdrawing from
    the Singapore screen advertising business. In line with the
    restructuring of TMS, a decision has been made to similarly withdraw
    from the Hong Kong screen advertising business immediately.

    * TMS has entered into the following agreements with its bankers, ANZ,
    as well as its major shareholders, PBL and TEN, to restructure TMS's
    remaining core production and broadcasting business:

    * ANZ, PBL and TEN have each agreed to subscribe for TMS shares at
    2.5 cents to the total value of $13.9 million.

    * PBL and TEN have provided limited guarantees of TMS's obligations
    to the ANZ of up to approximately $13 million. If the guarantees
    are called on during the next 3 years then the debt of TMS to PBL
    and TEN may be capitalised to the extent of the call at the option
    of PBL or TEN at 2.5 cents per TMS share.

    * TMS has agreed to grant each of PBL, TEN and ANZ 50 million 4
    year options to subscribe for TMS shares exercisable at 3 cents.

    The above agreements are all subject to TMS shareholder approval and
    any necessary regulatory approvals.

    * TMS will make a rights issue to all shareholders offering (at 2.5
    cents per share) 5 new shares for every 2 shares currently held. The
    terms of the rights offer have changed from the proposal previously
    announced. This reflects TMS's change in circumstances and the
    agreement by major shareholders to participate in the rights offer.
    TMS considers that the revised terms offer TMS, and consequently its
    shareholders a potential for greater returns.

    * The rights issue will not be underwritten, however PBL, TEN and
    CPH have entered into agreements with TMS committing to take up
    their rights under the rights offer.

    * The shares offered under the rights issue will not have attached
    options to subscribe for further shares.

    * TMS intends that the rights issue prospectus and an explanatory
    memorandum in respect of the rights issue and recapitalisation will
    be sent to TMS shareholders for their consideration in the first
    calendar quarter of 2003.

    The TMS board looks forward to finalising the restructure and
    recapitalisation with the support of TMS shareholders.

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