Vue Entertainment Announces Management Buyout.

LONDON -- Vue Entertainment, the UK's leading developer and operator of state-of-the-art cinemas, today announced a management buyout in partnership with Bank of Scotland Corporate, through its Integrated Finance Team. The Bank has backed the incumbent management team, led by CEO Tim Richards, in a deal valued in the region of GBP 350 million and is taking a minority stake in the business. This transaction sees the sale of the shareholdings of previous investors Boston Ventures, Clarity Partners and Legal & General Ventures to Vue Entertainment and Bank of Scotland with Vue's management team holding a controlling 51% of the company.

The buyout will allow management to continue with the growth of their business which over the past 2 years has seen the Company's market share of the UK and Irish box office increase to over 20%. Vue's circuit has now reached a landmark of 55 cinemas with 544 screens and 126,351 seats which attract over 30 million customers per annum.

Simultaneously, Vue is also acquiring the five new Village Roadshow multiplex cinemas in the UK.(1) Expansion continues with four new sites due to open later this year in Swansea, Cleveleys, Exeter and Lancaster. These initiatives follow Vue's acquisition of the Ster Century cinema chain in May 2005 and reinforce the company's commitment to further growth that will see the opening of an additional 10 new state-of-the-art multiplexes over the next 2 to 3 years.

Commenting on the completion of the transaction, Tim Richards, CEO of Vue said: "This is a landmark event for Vue Entertainment and is a goal that we have been working toward for some considerable time. With the backing of our previous investors, we enjoyed exponential growth and are now in strong position to take the business forward with our new partners Bank of Scotland Integrated Finance. We are poised to realise our further ambitions for Vue, to ensure the company goes from strength to strength, complemented by our strong team and our mission to deliver the best cinema entertainment experience in the UK."

Boston Ventures remarked: "As the founding investors of Vue, we are proud to have partnered with Tim Richards and his talented team to build the highest quality brand in the UK cinema market. At the outset, our joint mission was 'to make the best better' and that goal was reached in a truly collaborative fashion. The entire Boston Ventures team extends their thanks and best wishes for continued success."

"We have seen the management team take this company from four sites at the time of our investment decision, to become one of the biggest and we believe the best company in the industry," said Barry Porter, Managing General Partner of Clarity Partners. "Clarity and our limited partners are proud to have been part of building a company that has transformed and improved the cinema-going experience in the UK. We are confident that management will enjoy continued success in the next chapter of this exciting story."

Bill Priestley, Managing Director of Legal & General Ventures commented: "The Vue management team has successfully integrated three estates to form the best quality cinema portfolio in the UK and we wish them every success in the future."

The deal itself is in fact the largest undertaken by Bank of Scotland's Integrated Finance unit. Since its inception in 2000, the team has concluded more than 100 deals.

Commenting on the deal, Andy Powell, who led the team at Bank of Scotland, said: "I am delighted to back such an experienced and high quality management team. Tim Richards has a market leading track record in his industry and his Vue business is ideally placed to achieve further development. I look forward to working with Tim and his team in what will be an exciting future.

Continuing he said: "This deal represents a significant landmark in the development of our Integrated Finance buy out business and it further consolidates our position as the lead provider of finance to UK mid market buy outs."

Vue Entertainment has the most modern cinemas in the UK, with over 90% stadium seating and it won the award for International Exhibitor of the Year at Cinema Expo in 2005.

For further information about Vue Entertainment, please contact
           Adam Murray or Ed Grattan at freud communications
                          T: 020 7580 2626 /
         E-mail: [e-mail] / [e-mail]

     For further information from Bank of Scotland, please contact
             Mark Elliott at Bank of Scotland press office
          T: 0131 243 5572 / E-mail: [e-mail]

     For further information from Boston Ventures, please contact
                     Tim Smith at Boston Ventures
               T: 617 350 1551 / E-mail: [e-mail]

NOTES TO EDITORS

(1) The 5 new cinemas that Vue Entertainment is acquiring from Village Roadshow are as follows:

CINEMAS

--Birkenhead

--Newcastle Under Lyme

--Manchester Lowry

--Carlisle

--Lancaster (Opens late this summer)

History of Vue Entertainment

May 2003    SBC International Cinemas buys the Warner Village
            Cinema chain

Feb 2004    40 sites across the UK change from Warner Village to Vue

May 2005    Vue acquires Ster Century chain including a further
            7 cinemas

April 2006  Hits 50 sites with the purchase of the Ozone Multiplex
            Cinema in Oxford

June 2006   Successful management buyout and purchase of five
            remaining Warner Village sites

About Tim Richards, CEO Vue Entertainment

Tim Richards was recently nominated for Ernst & Young's Entrepreneur of the Year 2006. He founded SBC in 1998 after leaving Warner Bros. International Theatres ("WBIT") where he acted as Senior Vice President, Business Development. While at WBIT, Tim was responsible for overseeing all international business and property development as well as legal and business affairs including all strategic joint ventures and acquisitions. Tim also oversaw the identification of all new markets and strategic partners and was instrumental in the development and opening of several new international markets in South America, Europe and the Pacific Rim.

Prior to joining Warner Bros., Tim was Vice President and General Counsel, for Paramount and Universal Studios' international cinema chain, United Cinemas International (UCI). While at UCI, Tim was responsible for overseeing all legal and business affairs in the UK, Ireland, Germany, Spain, Egypt, Brazil & Panama. He was also involved in efforts to set up new operations in Russia, Italy, Poland and Austria.

Over the course of the past 15 years in cinema exhibition, Tim has developed extensive international development and operational cinema experience in most major markets in the world. Before entering the entertainment industry, Tim was a Wall Street lawyer engaged in international finance and cross-border mergers and acquisitions while based in London and New York.

About Bank of Scotland Integrated Finance

Bank of Scotland Corporate, part of HBOS plc, has a reputation for excellence in the provision of corporate finance, delivering innovative funding solutions across a range of markets. Bank of Scotland has played a major role in the development of the MBO/MBI market since its inception and has consistently been the market leading debt provider by volume. Integrated Finance was launched in February 2000 and employs over 100 people across the key corporate centres. Since 2000 the unit has done more than 100 integrated finance deals and, according to Incisive Media, it is currently the market leading buy-out firm in the UK. Altogether, Bank of Scotland Corporate employs over 8,300 employees. Total lending at the end of 2005 stood at GBP 79.2 billion.

About Boston Ventures (www.bostonventures.com)

Boston Ventures Management, Inc. is a private equity firm that has been an active investor and financial partner to management teams in the media, entertainment, publishing and information and communications sectors since 1983. Boston Ventures' experienced principals have a diverse and complementary range of skills and a broad network of domestic and international relationships.

Some of their named investments in their 23 year history include News Corporation, National Enquirer, River City Broadcasting, Six Flags Amusement Parks, Panavision, Motown Records and now Vue Entertainment as well as US cinema complexes in their current and previous funds.

About Clarity Partners (www.claritypartners.net)

Clarity Partners is a Southern California based private equity firm focused exclusively on investments in communications, media and related services and technologies within those sectors. The senior members of the Clarity team have been successful investors in these industry segments, but in addition, they have all had senior level operating and financing experience. Clarity currently has fifteen portfolio companies in these sectors, including investments in television and home video, live entertainment, cable television, publishing, Spanish language media, theatrical exhibition, feature film finance, wireless telecommunications and optical components. For more information, please see www.claritypartners.net.

About Legal & General Ventures (www.legalandgeneralventures.com)

LGV is a well established private equity firm operating in the UK mid-market. LGV's investment focus is on backing highly motivated management teams in buyouts and buy-ins of businesses with attractive market positions and strong cash flows. Typically these investments would have an initial enterprise value in excess of GBP 50m.

Sectors where LGV makes investments include leisure, healthcare, services and consumer products. LGV currently has three other leisure sector investments being The Club Company, an operator of 11 country clubs and golf courses in the UK; Total Fitness, the operator of 24 health and fitness clubs in the UK and Ireland; and Tragus, the operator of casual dining restaurant brands including Cafe Rouge and Bella Italia. In the past, LGV has made successful investments in The Unique Pub Company, a 4,000 strong tenanted pub business and Bourne Leisure, the UK's leading caravan park operator.