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Summary of

Securities Act (CanWest Media Works (NZ) Limited) Exemption Notice 2004

2004/121

Gazetted on 18 May 2004
Expires on 15 November 2004

Effects of the exemption
CanWest MediaWorks (NZ) Limited (CanWest MediaWorks) is able to gauge public interest in its planned share offer before registering a prospectus, in a statement that includes a description of its proposed business and the brands it intends to manage.

Background
CanWest International Communications Inc is a Canadian based media company that owns the More FM Group, Radio Works NZ Limited and TV3 in New Zealand. It is intended that a new company, CanWest MediaWorks, will purchase all of CanWest International's New Zealand business. Approximately 30% of the shares in CanWest MediaWorks will be offered to the public in New Zealand.

The exemption
CanWest MediaWorks is exempted from section 33(1) of the Securities Act 1978 in respect of any statement by the company that it intends to offer shares to the public.

CanWest MediaWorks is also exempted from regulation 17(2) of the Securities Regulations 1983 in respect of a public statement about its offer, to the extent that this regulation requires a certificate of compliance in the form set out in the Fourth Schedule.

Conditions
The exemption from section 33(1) of the Securities Act 1978 is subject to the condition that the pre-prospectus statement:

• states that CanWest MediaWorks is considering making a public share offer; and
• states that no money is currently being sought and that no share applications will be accepted unless the subscriber has received an investment statement; and
• may state that CanWest MediaWorks is seeking preliminary expressions of interest, and if so, also tells potential investors how to register their interest and that registering interest does not involve any obligation; and
• does not include any other information, except any or all of the following:
  • the full name of CanWest MediaWorks, a brief description of it and the nature of its proposed business (including the brands that it will own or manage);
  • a description of the shares, including any rights or privileges;
  • the rate or rates of interest (if any) for the shares;
  • the total number of shares to be offered;
  • a statement of the intended use of the funds raised;
  • the terms of the offer;
  • a description of the class of persons for whom the share offer is intended;
  • the date on which the offer is expected to be made; and
• is dated.

The exemption from regulation 17(2) is subject to the condition that a certificate of compliance for the purposes of regulation 17(1) is in the form set out in the Schedule to the notice.

Reasons
A statement in a pre-prospectus document that includes a brief description of CanWest MediaWorks and the nature of its proposed business (including the brands that it will own or manage) will provide additional relevant information about the offer.

The pre-prospectus information is limited in nature and is not permitted to address the merits of the offer.

A regulation 17 certificate must still be completed by CanWest MediaWorks; the exemption simply permits this to be drafted in a slightly different format to that contained in the Fourth Schedule of the Regulations.