Australis Media Limited announces new funding.

PYRMONT, Australia--(BUSINESS WIRE)--April 23, 1996--The directors of Australis Media Ltd. today announced agreements have been reached with prominent investors, Lenfest Communications Inc. (Lenfest), Publishing & Broadcasting Limited (PBL), Sir Ron Brierley's Guinness Peat Group (GPG) and United International Holdings (UIH), for a new funding package totalling approximately A$200 million.

The investors have agreed to provide guarantees of approximately A$162 million over a six month period for Australis to increase and draw against its existing bank facilities. As part of the package Lenfest has also agreed to extend its existing loan facility of A$25 million. In addition Australis has also committed to issue 23.5 million securities at 54.5 cents per share, which will raise an additional A$13 million, through a major institution.

The above funding program provides for the general working capital needs of Australis over the next six months, while the company arranges long term financing.

In consideration Australis has issued to the investors 32.9 million options over shares and convertible notes, exercisable and convertible at 20 cents per share/convertible note, at any time before December 1998, which would represent approximately 5.9% of the company's existing 562.9 million issued ordinary shares and convertible notes.

Subject to shareholder approval, the company has also agreed to issue a further 41 million options over shares and convertible notes to the investors, representing approximately 7.3% of the company's existing 562.9 million issued ordinary shares and convertible notes. These options will also be exercisable at 20 cents per share/convertible note at any time up to Dec. 1998.

The guarantors will have the right to satisfy any portion of the amount drawn down and outstanding under the funding package by converting (pro rata) their guarantees into ordinary shares or convertible notes at 54.5 cents per security.

This price is calculated at 85% of the closing trading price of Australis ordinary shares for the eight trading days prior to the 27th March, 1996, the date the stock was suspended.

Guarantors will also have the right to maintain their investment in the company in the form of an interest-free, unsecured term loan maturing on Dec. 31, 1998 with the right to convert to ordinary shares/convertible notes in Australis at 54.5 cents per ordinary share/convertible note prior to 31 December 1998.

Parts of the arrangement are subject to shareholder approval and other conditions, which the directors believe, being in the best interests of the company, will be satisfied.

Rodney Price, chairman of Australis said: "I continue to be very excited about the prospects of the company going forward with a strengthened balance sheet, coupled with the support and encouragement from our new and existing security holders."

He added: "Australis' Galaxy service is clearly Australia's premier pay TV operator, with approximately 200,000 households receiving its core channel package and continuing strong subscriber demand."

Price also announced that Australis is progressing its listing on the NASDAQ Exchange in the U.S. expected to occur in the near future once the recapitalization is implemented.

Price said: "The refinancing package will place Australis Media in a strong position to maximize its strategic programming and distribution assets, particularly the 25 year agreement to supply Foxtel with its core programming.

"In determining whether to proceed with the recapitalization, the directors considered other funding alternatives including the divestment of the Foxtel supply agreement. However, the Board considered that a proposal received in respect of this most important asset did not fully reflect its ongoing economic and strategic value to Australis," he said.

The directors also announced that the proposed merger with Foxtel will not be proceeding.

The Australian Stock Exchange will be requested to reinstate trading in the company's securities as soon as possible.

CONTACT: Australis Media Limited

Neil Gamble, 02-776-2000

or

Jim Hoggett, 0419 206 255