TMS television & media services limited

rights issue 5 / 2 $a11.36 million raising

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    Company Announcement


    Letter to Foreign Shareholders

    TELEVISION & MEDIA SERVICES LIMITED 2003-05-02 ASX-SIGNAL-G

    HOMEX - Sydney

    +++++++++++++++++++++++++
    Television & Media Services Limited ("TMS") is making a renounceable
    rights issue offer of approximately 454.4 million ordinary shares at
    a price of A$0.025 per share ("Offer"). The Offer is by way of a
    renounceable rights issue of 5 new fully paid shares for every two
    existing shares held, to raise a maximum of A$11.36 million which
    will be used to reduce bank debt, pay other creditors for the release
    of liabilities and for working capital. A Prospectus detailing the
    Offer was lodged by TMS with the Australian Securities & Investments
    Commission on 15 April 2003.

    As discussed below, due to regulatory restrictions, the Offer is only
    being made to shareholders with registered addresses in Australia.
    The costs of complying with foreign regulatory regimes make it
    uneconomic for TMS to make the Offer to shareholders with registered
    addresses outside of Australia ("Foreign Shareholders"). The Listing
    Rules of the Australian Stock Exchange Limited do not require TMS to
    make the Offer available to Foreign Shareholders.

    The Offer does not require shareholder approval, however at a general
    meeting of TMS held on 15 April 2003, shareholders passed a
    resolution approving various transactions and the issue of ordinary
    shares and options over ordinary shares (in addition to the shares to
    be issued pursuant to the rights issue) ("Placement Shares" and
    "Placement Options"). For further details regarding the Placement
    Shares and Placement Options and the resolution approved by
    shareholders on 15 April 2003, please see the Notice of Meeting and
    Explanatory Statement dated 7 March 2003.

    TMS will arrange for the sale of Foreign Shareholders entitlements
    under the rights issue ("Rights") and, if those Rights are sold, TMS
    will arrange for the net proceeds to be sent to the Foreign
    Shareholders.

    The Rights that would have been offered to Foreign Shareholders will
    be transferred to a TMS nominee who will sell those Rights on the ASX
    if there is a viable market in the Rights and a premium over the
    expenses of the sale can be obtained. Any such sale will be at prices
    and otherwise in such a manner as the directors of TMS may, in their
    absolute discretion, determine. Any interest earned on the proceeds
    of the sale of such Rights will be applied against costs and expenses
    first but any balance will accrue to TMS. The net proceeds of sales,
    if any, will be distributed pro rata to the Foreign Shareholders
    based on their shareholdings on the record date, being 5.00pm (Sydney
    time) on 29 April 2003.

    If there is no viable market for the Rights of the Foreign
    Shareholders, their entitlements will be allowed to lapse. In light
    of the present TMS share price it is possible that no viable market
    for Rights trading of small shareholdings may exist.

    If you have any questions regarding your Rights or any issues raised
    in this letter please contact TMS's Company Secretary, Mr Chris
    Strouthos on telephone +61 2 9870 7144 or by facsimile to +61 2 9886
    3329 or via e-mail [email protected]

    C Strouthos
    COMPANY SECRETARY

    Fig Jam

    I don't hold TMS

 
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