INL Agrees Sale Of NZ Publishing Business

For release 10.15am Monday 14 April 2003

INL Agrees Sale Of NZ Publishing Business

The Chairman of Independent Newspapers Limited, Mr Ken Cowley, announced today that INL had signed a Heads of Agreement with John Fairfax Holdings Limited under which INL will sell its New Zealand publishing business for $1.188 billion cash.

The sale excludes the Victorian newspaper, the Geelong Advertiser. However, INL is considering offers for the Geelong Advertiser which, if accepted, would value the combined Australasian publishing interests at $1.25 billion.

INL’s publishing business includes The Dominion Post, The Press, The Sunday Star-Times, Sunday News, 7 regional dailies and 61 community publications. It also includes 13 magazine titles and the Gordon & Gotch distribution business as well as the Stuff website business and the commercial printing business.

The INL Board met yesterday and approved the Agreement.

Mr Cowley said INL directors would keep shareholders informed of progress of the transaction in advance of a vote on the sale by shareholders at an extraordinary general meeting possibly in June.

The price paid by Fairfax Holdings would provide shareholders with a premium, the chairman said.

Mr Cowley said the achievement of the sale recognised the considerable effort of INL management and staff, who had built a great New Zealand company.

The sale does not include Sky TV, Mr Cowley said.

The sale is subject to the following conditions:

- Fairfax completing its equity funding for the acquisition by 23 April 2003.

- Fairfax completing its due diligence review of the business and being satisfied that there are no material adverse circumstances by 12 May 2003.

- Fairfax obtaining Overseas Investment Commission consent by 25 June 2003.

- INL shareholder approval by 30 June 2003.

If the conditions are fulfilled closing of the transaction and change of ownership is scheduled for 1 July 2003 with Fairfax assuming ownership on that day.

The parties propose to agree more detailed contractual terms for the sale. If those terms are not agreed by 16 May 2003 then the dates for the fulfilment of the OIC consent condition and the INL shareholder condition and for closing may be deferred for up to two months. However the sale is not conditional on more detailed contractual terms being agreed.

The Chief Executive Officer of INL, Mr Peter Wylie, announced today that he would continue in the position until the sale was completed on July 1. He would then be returning to Australia.

Fairfax announced today that Mr Brian Evans would be responsible for its New Zealand publishing business. At present Mr Evans is Group General Manager of Fairfax Regional and Community Newspapers

As previously foreshadowed to the market the trading halt will be lifted from opening of trading tomorrow.

[Ends]

Independent Newspapers Limited is New Zealand’s largest media company, publishing nine daily newspapers in New Zealand and one in Australia, plus New Zealand’s two Sunday newspapers and the news and information website www.stuff.co.nz. In addition INL publishes a range of other weeklies and national magazines, including TV Guide and NZ House & Garden, operates New Zealand’s largest magazine distribution business and publishes over 60 community newspaper titles in New Zealand and Australia. INL also holds a 66% interest in Sky Network Television Limited, New Zealand’s pre-eminent pay television service. INL had total assets as of 31December 2002 of approximately $NZ2.1B and total annual revenues of approximately $NZ454M for the six months ended 31 December 2002.

Level 8, Majestic Centre, 100 Willis Street, PO Box 2595 Wellington, New Zealand. Telephone (04) 496-9800 Facsimile (04) 496-9841
Corporate website: http://www.inl.co.nz News and information website: http://www.stuff.co.nz

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