Company AnnouncementLetter to Foreign ShareholdersTELEVISION &...

Company Announcement


Letter to Foreign Shareholders

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

HOMEX - Sydney

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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