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TMS`s ann:Completed Negotiations to Restructure BusinessOps.

Document date:  Tue 24 Dec 2002
Published:  Tue 24 Dec 2002 16:04:51
Document No:  284384
Document part:  A
Market Flag:  N
Classification:  Other

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.