Agmnt. with Telecom regarding its stake in SKY TV

INL announces further details on its agreement with Telecom regarding its stake in SKY TV

For release, 28 August 2003

Independent Newspapers Limited (“INL”) today provided further details regarding the agreement it has reached with Telecom Corporation of New Zealand (“Telecom”) regarding the takeover offer that INL intends to make for the shares in SKY Network Television Limited (“SKY”) that it does not already own. The key terms of the agreement are as follows:

- Telecom has agreed to accept the offer when it is made, provided that INL files its takeover notice no later than 15 October 2003.

- INL will not acquire shares in SKY at a price higher than that to be paid under the offer for a period of twelve months from the date of announcement of the offer. This commitment will be reflected in the terms of the offer, when made.

- INL has committed that, following the close of the offer, it will proceed with a share cancellation by way of a High Court approved and shareholder approved scheme of arrangement to distribute as much of its surplus capital as can be distributed in a tax-efficient manner. This commitment will also be reflected in the terms of the offer. All INL shareholders, including former SKY shareholders who have received INL shares pursuant to the offer, will participate in the return of capital. The cash distribution is expected to be covered by INL’s available subscribed capital and imputation credits. If there is any remaining surplus capital that cannot be distributed in a tax efficient manner at that time it will eventually be distributed when INL reaches 100% ownership of SKY and amalgamates with SKY.

INL confirms that it has filed a substantial security holder notice with regard to the agreement it has reached with Telecom today.

ENDS

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