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Ten Network Holdings Limited ACN 081 327 10 October 2017 Ten Network Holdings Limited ACN 081 327 068 (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed) (TEN) Explanatory Statement to shareholders, and Independent Expert's Report We refer to previous announcements regarding the Deed of Company Arrangement (DOCA) entered into by Ten Network Holdings Limited (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed) (TEN) and CBS International Television Australia Pty Limited (CBS Australia), among others, following approval of the DOCA at the second meetings of creditors for TEN and the other Ten Group companies (listed in the attached schedule). It is a condition to completion and effectuation of the DOCA that the Deed Administrators (as Deed Administrators of TEN) obtain a Court order pursuant to section 444GA of the Corporations Act granting leave to the Deed Administrators to transfer all of the shares in TEN to CBS Australia or its nominee for nil consideration. The Deed Administrators have now applied for this order in the Supreme Court of New South Wales. Attached to this announcement is a copy of a letter which will be sent to all shareholders of TEN. For the benefit of shareholders of TEN and to provide further information on the section 444GA application, also attached to this announcement is an Explanatory Statement that describes the process and provides details on how a shareholder who wishes to make an objection to the share transfer should do so. The Explanatory Statement includes an Independent Expert's Report prepared by KPMG Corporate Finance (IER) which values the equity in TEN. The IER concludes that the equity in TEN has nil value. Further information: Shareholders with questions regarding the Explanatory Statement, the IER or the process generally can call the Information Line on 1300 494 861 or email [email protected]. Schedule Listing of the Ten Group Companies 1. Ten Network Holdings Limited (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed) ACN 081 327 068 2. The Ten Group Pty Limited (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed) ACN 057 564 708 3. Network Ten Pty Limited (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed) ACN 052 515 250 4. Network Ten (Sydney) Pty Limited (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed) ACN 008 664 962 5. Network Ten (Brisbane) Pty Limited (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed) ACN 050 148 537 6. Network Ten (Melbourne) Pty Limited (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed) ACN 008 664 953 7. Network Ten (Perth) Pty Limited (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed) ACN 009 108 614 8. Network Ten (Adelaide) Pty Limited (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed) ACN 007 577 666 9. Caprice Pty Limited (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed) ACN 008 655 847 10. Chartreuse Pty Limited (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed) ACN 008 655 874 11. Television & Telecasters (Properties) Pty Limited (Subject to Deed of Company Arrangement) ACN 050 690 161 12. Ten Online Pty Limited (Subject to Deed of Company Arrangement) ACN 089 829 667 13. Ten Ventures Pty Limited (Subject to Deed of Company Arrangement) ACN 089 830 759 14. Ten Employee Share Plans Pty Limited (Subject to Deed of Company Arrangement) ACN 082 736 150 Attachment 1: Letter to shareholders of TEN GPO Box 2523 Sydney NSW 2001 Chifley Tower Level 5, 2 Chifley Square +61 2 8257 3000 Sydney NSW 2000 [email protected] Circular to Shareholders 10 October 2017 Dear shareholder Ten Network Holdings Limited ACN 081 327 068 (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed) (TEN) Explanatory Statement to shareholders, and Independent Expert's Report I am, together with Jennifer Nettleton and Jarrod Villani, a Deed Administrator of Ten Network Holdings Limited (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed) (TEN) and the other Ten Group Companies listed in the attached schedule. As you may have seen from recent media reports and ASX announcements, TEN and the other Ten Group Companies (listed in the attached schedule) have entered into a Deed of Company Arrangement (DOCA) with CBS International Television Australia Pty Limited (CBS Australia) and the Deed Administrators, following approval of the DOCA at the second meetings of creditors of each of the Ten Group Companies held on 19 September 2017. It is a condition to completion of the transaction described in the DOCA that the Deed Administrators (as Deed Administrators of TEN) obtain a Court order pursuant to section 444GA of the Corporations Act 2001 (Cth) granting leave to the Deed Administrators to transfer all of the shares in TEN to CBS Australia or its nominee for nil consideration. The Deed Administrators have now applied to the Supreme Court of New South Wales for this order. The Court has tentatively listed the application for a final hearing at Queens Square, Sydney, New South Wales commencing on 31 October 2017 at 10:00am for up to three days. Any shareholder or other interested person who wishes to appear at the hearing is to file and serve on the Deed Administrators and the Australian Securities and Investments Commission a Notice of Appearance in the prescribed form and indicating the grounds of opposition by 4:00pm on 13 October 2017. A further directions hearing will be held on 16 October 2017 at 9:15am at the Supreme Court of New South Wales, Queens Square, Sydney, New South Wales where further directions for the hearing of the application will be made including confirmation of the final hearing date. For the benefit of shareholders of TEN and to provide further information on the section 444GA application, the Deed Administrators have made available an Explanatory Statement describing the process and providing details on how a shareholder who wishes to make an objection to the transaction should do so. The Explanatory Statement includes an Independent Expert's Report prepared by KPMG Corporate Finance (IER) which values the equity in TEN. KordaMentha Pty Ltd ACN 100 169 391 kordamentha.com Liability limited by a scheme approved under Professional Standards Legislation Page 2 The IER concludes that the equity in TEN has nil value. A full copy of the Explanatory Statement and IER have been released to the ASX. You can access them on the following websites: • ASX website: www.asx.com.au (by looking up the code "TEN") • The Deed Administrators' website: http://www.kordamentha.com/Creditors/Ten- Group/Shareholders • The Ten Group Companies’ website: https://tenplay.com.au/corporate/announcements A copy of the Explanatory Statement and IER will also be emailed to you, free of charge, upon request. You can request copies by calling 1300 494 861 or by emailing [email protected]. Shareholders with questions regarding these documents or the process generally can call the Information Line on 1300 494 861. Yours faithfully Mark Korda Deed Administrator Page 3 Schedule Listing of the Ten Group Companies 1. Ten Network Holdings Limited (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed) ACN 081 327 068 2. The Ten Group Pty Limited (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed) ACN 057 564 708 3. Network Ten Pty Limited (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed) ACN 052 515 250 4. Network Ten (Sydney) Pty Limited (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed) ACN 008 664 962 5. Network Ten (Brisbane) Pty Limited (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed) ACN 050 148 537 6. Network Ten (Melbourne) Pty Limited (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed) ACN 008 664 953 7. Network Ten (Perth) Pty Limited (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed) ACN 009 108 614 8. Network Ten (Adelaide) Pty Limited (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed) ACN 007 577 666 9. Caprice Pty Limited (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed) ACN 008 655 847 10. Chartreuse Pty Limited (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed) ACN 008 655 874 11. Television & Telecasters (Properties) Pty Limited (Subject to Deed of Company Arrangement) ACN 050 690 161 12. Ten Online Pty Limited (Subject to Deed of Company Arrangement) ACN 089 829 667 13. Ten Ventures Pty Limited (Subject to Deed of Company Arrangement) ACN 089 830 759 14. Ten Employee Share Plans Pty Limited (Subject to Deed of Company Arrangement) ACN 082 736 150 Attachment 2: Explanatory Statement (including IER) Ten Network Holdings Limited ACN 081 327 068 (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed) Explanatory Statement This Explanatory Statement provides information to shareholders on the deed of company arrangement proposed by CBS International Television Australia Pty Ltd ("CBS Australia") and entered into by Ten Network Holdings Limited (Subject to Deed of Company Arrangement) (Receivers and Managers Appointed) ("TEN"), each other company in the TEN Group, the Deed Administrators and CBS Australia on 19 September 2017 ("DOCA"). If the DOCA is implemented, all of the shares in TEN will be transferred to CBS Australia or its nominee for nil consideration. Leave will be sought from the Court by the Deed Administrators under section 444GA of the Corporations Act 2001 to enable the transfer to occur ("Section 444GA Application"). The Court hearing for the Section 444GA Application has been tentatively listed for a final hearing at the Supreme Court of New South Wales, Queens Square, Sydney commencing at 10:00am on Tuesday 31 October 2017 for up to three days.
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