Australis Media makes announcement.

SYDNEY, Australia--(BUSINESS WIRE)--Aug. 21, 1996--Australis Media Ltd. announced yesterday that it had concluded a joint venture agreement with OptusVision for the sharing of DTH satellite infrastructure, had received certain equity commitments and had arranged for short-term liquidity of A$18 million.

Certain details of the foregoing are described below. Under the terms of the OptusVision agreement, the parties will jointly share digital DTH satellite uplinking compression and conditional access equipment, associated equipment and software; subscriber management systems and DTH satellite related equipment and software; and customer service centers and assets. Further, OptusVision may acquire the company's branch assets and provide installation and maintenance services. Satellite transponder contracts will remain with the respective parties. Australis' MDS infrastructure and MDS subscriber base will be unaffected.

The parties will each bear the cost of their own subscriber reception equipment and all respective programming, marketing, and overhead costs. Further, the parties are committed to the continued use of Australis' existing customer service center for future DTH satellite customers.

The proposed joint venture does not impact the independent business of the parties as providers of their separate programming packages. However, the parties will work towards securing approvals to enable joint programming offerings of the core OptusVision and Galaxy programming to their respective subscriber bases.

The parties will jointly appoint independent management to operate the joint venture.

Effectiveness of the joint venture arrangements is subject to the consent of the holders of Australis' outstanding senior subordinated discount notes (the "existing notes") and to the completion by Australis of a recapitalization plan involving proceeds of not less than US$250 million, including proceeds from a proposed private offering of senior secured discount notes (the "new notes") in the United States and from equity commitments. Effectiveness of the arrangements is also subject to clearance by the Australian Competition and Consumer Commission, who have already been contacted by the parties.

The company also announced that it has secured equity commitments for US$80 million from the following parties:

US$

(million)

Lenfest Communications Inc. 40.0 Publishing & Broadcasting Ltd. 15.0 Australian Mutual Provident Society  10.0 Guinness Peat Group Plc 1.0 UIH AML Inc. 4.0 Television and Radio Financial Services (Australia) Pty Ltd. 10.0

Total 80.0

The commitments are subject to a number of conditions, including the consent of the holders of the existing notes and the completion of a recapitalization plan involving proceeds of not less than US$250 million, including proceeds from the proposed private offering of the new notes and the equity commitments.

The net proceeds from the proposed offering of the new notes and the equity raising will be used to repay in full Australis' interim bank facility (which matures on Oct. 31, 1996), to repay an outstanding loan to Lenfest Australia Inc., to provide funds for the continued rollout of the company's subscription television services and to provide working capital.

In addition to the equity commitments described above, the company also announced that Lenfest Communications has agreed to convert the discounted present value of its existing 10-year technical services agreement with Australis to equity at approximately 54.5 cents (Australian) per share. This will add an additional US$25 million to Australis' capital base since it relieves Australis of approximately A$6.5 million in payments in each of the next ten years. The equity to be issued in the conversion will require the consent of Australis' shareholders.

The company also announced that it had arranged short-term liquidity of A$18 million from the sale of certain surplus assets, which can be repurchased by Australis at cost at any time, to Pay TV Options Pty Ltd., a subsidiary of Publishing and Broadcasting Ltd. ("PBL"), and has extended the existing loan from Lenfest Australia Inc. of US$18.5 million until Sept. 30, 1996. Australis expects that its existing bank facility will be fully drawn to the facility limit of US$125 million by the end of August. In connection with the foregoing, Australis agreed to make its DTH satellite license subject to the existing rights of first offer and last refusal of PBL.

A revised consent solicitation incorporating the above developments will be submitted to the holders of the existing notes promptly.

The new notes have not been, nor will they be, registered under the Securities Act of 1933 (the "act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement of the act.

CONTACT: Australis Media Limited

Neil Gamble, [phone]-2000