wooooooooooosh, page-9

Hi Pete,

TMS's structure, at a Board level, is akin to that of a sophisticated JV:
1)
equal representation by the "major" players - TEN and PBL; and
2)
Board control, in the hands of a "nominal" independent (Hartnell) who is equally aligned to both camps.

Due to this and the deemed voting control provisions of the Corporations Law and of the AS Listing Rules, TEN and PBL are equally in a position to control (ie: possess a disclosable interest) of ~75% of the Company. Nonetheless, neither is currently in a position of being "in control" for purposes of ACCC or of the Broadcasting Act.

In addition, there are the standstill agreements that each has signed to which keep the current tensions in check.

To go the next step would require:
1)
a bid for the whole company;
2)
the independent shareholders determining the fate of this (ie: the fateful 25%);
3)
a number of Conditions Precedent having to be satisfied, including ABA, ACCC approval, etc.

Besides this, TEN has effectively exploited the OPEX efficiency exercise over time (hence all OB and IB assets /activities are now with TMS). PBL /NINE are still coming to grips with this (ie: a long way to go).

Query, then, why would NINE now buy back the assets which they sold to TMS in late 1999 before much of the efficiency gains sought at an OPEX level have been achieved?