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Bidder's Statement Offer For personal use only For personal use only For personal use only BIDDER'S STATEMENT OFFER by Prime Media Broadcasting Services Pty Limited ACN 123 563 495 a wholly owned Subsidiary of Prime Media Group Limited ABN 97 000 764 867 to purchase all of your ordinary shares in Broadcast Production Services Limited (formerly Becker Group Limited) ABN 32 000 713 422 For each BPSL Share you will receive 0.257 New Prime Media Shares This is an important document and requires your immediate attention. If you are in doubt as to how to deal with this document you should consult your financial or other professional adviser Financial adviser to Prime: Legal adviser to Prime: For personal use only Bidder's Statement - Offer For personal use only Important Information Offer Information Line For information regarding your BPSL Shares, the Prime Offer or how to accept the Prime Offer please read this Bidder's Statement. If you still need assistance please contact Prime Offer Information Line on: For Australian callers: 1800 770 850 (toll free) For international callers: +61 2 8280 7714 The Prime Offer Information Line is available Monday to Friday between 8.30 am and 5.30 pm (Sydney time). Key Dates Bidder's Statement lodged with ASIC 24 October 2008 Offer opens (date of Offer) 28 October 2008 Offer closes (unless extended) 7.00pm (Sydney time) 1 December 2008 This Bidder's Statement is dated 24 October 2008. This Bidder's Statement is given by Prime Media Broadcasting Services Pty Limited ACN 123 563 495 (Prime) to Broadcast Production Services Limited ABN 32 000 713 422 under Part 6.5 of the Corporations Act. This Bidder's Statement includes an offer dated 28 October 2008 to acquire your BPSL Shares and also sets out certain disclosures required by the Corporations Act. You should read this Bidder's Statement in its entirety. A copy of this Bidder's Statement was lodged with the Australian Securities and Investments Commission (ASIC) on 24 October 2008. ASIC takes no responsibility for the contents of this Bidder's Statement. A number of defined terms are used in this Bidder's Statement. These terms are defined in section 12. Investment decisions This Bidder's Statement does not take into account the investment objectives, financial situation and particular needs of any person. Before deciding whether or not to accept the Prime Offer you may wish to seek independent financial and taxation advice. Forward looking statements This Bidder's Statement contains forward looking statements. Forward looking statements are not based on historical facts, but are based on current expectations of future results or events. These forward looking statements are subject to risks, uncertainties and assumptions which could cause actual results or events to differ materially from the expectations described in such forward looking statements. While Prime believes that the expectations reflected in the forward looking statements in this document are reasonable, no assurance can be given that such expectations will prove to be correct. The risk factors set out in section 8 of this Bidder's Statement, as well as other matters as yet not known to Prime or not currently considered material by Prime, may cause actual results or events to be materially different from those expressed, implied or projected in any forward looking statements. Any forward looking statement contained in this document is qualified by this cautionary statement. For personal use only None of Prime or its related body corporate, any of their officers, or any person named in this Bidder's Statement with their consent or any person involved in the preparation of Bidder's Statement makes any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statements, or any events, express or implied in any forward looking statement. You are cautioned not to place undue reliance on these statements. Bidder's Statement - Offer Prime has assumed for the purpose of preparing this Bidder's Statement that the information in the Target's Statement prepared by BPSL is correct. However, in making that assumption, neither Prime nor its directors (other than Mr Peter Evans and Mr Warwick Syphers, who only take responsibility for the Target's Statement in their capacity as directors of BPSL) take any responsibility whatsoever for the contents of the Target's Statement or anything prepared or distributed by BPSL, nor any part of any document in which this Bidder's Statement is included, other than this Bidder's Statement itself and statements based upon statements in this Bidder's Statement. Offers outside Australia Shareholders should note that the consideration under the Prime Offer is securities of Prime Media, an Australian public company listed on ASX. The Prime Offer is subject to disclosure requirements in Australia which are different from those applicable in other countries. Shareholders whose address in the BPSL register of members is not in Australia or New Zealand (Foreign Shareholders) will not be entitled to receive New Prime Media Shares on acceptance of the Prime Offer (unless Prime determines otherwise). Foreign Shareholders who accept the Prime Offer will receive a cash amount calculated in accordance with section 11.18 of this Bidder's Statement. This Bidder's Statement does not constitute an offer to issue or sell, or the soliciting of an offer to buy, any securities referred to in this Bidder's Statement in any jurisdiction in which the issue of such securities would be unlawful. Privacy collection statement Personal information relating to your shareholding in BPSL has been obtained by Prime or its agents from BPSL in accordance with its rights under the Corporations Act. Prime will share this information with its related bodies corporate, advisers and agents where necessary for the purposes of the Prime Offer. Prime, its related bodies corporate, advisers and agents will use this information solely for purposes relating to the Prime Offer. If you would like details of your personal information held by Prime or its agents please contact the Prime Offer Information Line on 1800 770 850 (within Australia and toll free) or +61 2 8280 7714 (outside Australia) which is available Monday to Friday between 8.30 am and 5.30 pm (Sydney time). For personal use only Bidder's Statement - Offer Contents 1. SUMMARY OF THE PRIME OFFER 13 2. INFORMATION ON PRIME AND PRIME MEDIA 15 2.1 Prime 15 2.2 Prime Media Group Limited 15 2.3 Prime Media financial highlights 16 2.4 Financial performance of Prime Media 16 2.5 Directors of Prime Media 16 2.6 Prime Media is a disclosing entity 18 2.7 Disclosure of interests and benefits 20 3. INFORMATION ABOUT PRIME MEDIA'S SECURITIES 21 3.1 Prime Media issued securities 21 3.2 Substantial shareholders 22 3.3 Directors' interests in Prime Media 22 3.4 Recent trading of Prime Media's securities 23 3.5 Rights attaching to New Prime Media Shares 24 3.6 ASX listing of New Prime Media Shares 27 4. INFORMATION ON BPSL AND BPSL SHARES 28 4.1 Source of information on BPSL 28 4.2 Overview of BPSL 28 4.3 Financial performance of BPSL 28 4.4 Directors of BPSL 28 4.5 Publicly available information 28 4.6 Capital Structure of BPSL 29 4.7 Prime's relevant interest in BPSL securities 30 4.8 Prime's voting power in BPSL 30 4.9 Prime Directors' interests in BPSL 30 4.10 Prime Media directors' interests in BPSL 30 4.11 Acquisition by Prime of BPSL Shares during previous 4 months 30 4.12 Inducing benefits given by Prime during previous 4 months 31 5. PRIME'S INTENTIONS 32 5.1 Overview 32 5.2 Compulsory acquisition of BPSL Shares 32 5.3 Intentions for BPSL as a wholly owned subsidiary 32 5.4 Other intentions 32 6. PROFILE OF THE MERGED ENTITY 33 6.1 Overview of the Merged Entity 33 6.2 Strategic benefits 33 For personal use only 6.3 Outlook for the Merged Entity 33 7. FINANCIAL INFORMATION 35 7.1 Introduction 35 7.2 The Merged Entity 35 Bidder's Statement - Offer 8. RISK FACTORS 37 8.1 Overview 37 8.2 Fluctuations in the market value of Prime Media Shares 37 8.3 Investment risk 37 8.4 Pricing pressure 37 8.5 Retention of key business relationships 38 8.6 Ability to attract personnel 38 8.7 Profitability 38 8.8 Economic risk and external market factors 38 8.9 War and terrorist attacks 38 8.10 Foreign currency exchange rate fluctuations 38 8.11 Risks specific to investment in Prime Media 38 9. TAXATION CONSIDERATIONS 40 9.1 Australian tax implications for BPSL Shareholders 40 9.2 Shareholders who are Australian residents 40 9.3 Shareholders who are not Australian residents 44 9.4 GST 45 10. OTHER MATERIAL INFORMATION 46 10.1 Adviser fees 46 10.2 Consents 46 10.3 Information for any overseas shareholders 46 10.4 Expiry Date 47 10.5 Approvals for issue of consideration 47 10.6 No other material information 47 11. THE PRIME OFFER TERMS 48 11.1 The Prime Offer 48 11.2 Foreign Shareholders 48 11.3 Rounding of New Prime Media Shares 48 11.4 Ranking of New Prime Media Shares 48 11.5 ASX listing of New Prime Media Shares 48 11.6 Offer Period 49 11.7 How to accept the Prime Offer 49 11.8 Effect of Acceptance Form 50 11.9 Your agreement 50 11.10 Powers of attorney 51 11.11 Validation of otherwise ineffective acceptances 51 11.12 Conditions of the Prime Offer 51 11.13 Statutory condition 51 11.14 No defeating conditions 52 11.15 Issue of consideration 52 11.16 Return of documents 53 11.17 Rights 53 11.18 Acceptance by Foreign Shareholders 53 11.19 Unmarketable parcels of New Prime Media Shares 54 11.20 Clearances for offshore residents and others 54 11.21 Costs and stamp duty 54 For personal use only 11.22 Offerees 54 11.23 Variation and withdrawal of Offer 55 11.24 Governing law 55 Bidder's Statement - Offer 12.
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