Notice

1	Title This notice is the Takeovers Code (CanWest MediaWorks (NZ) Limited) Exemption Notice 2007.
2	Application This notice applies to acts or omissions occurring on or after 8 June 2007.
3	Interpretation
(1)	In this notice, unless the context otherwise requires,- Act means the Takeovers Act 1993 Code means the Takeovers Code approved by the Takeovers Code Approval Order 2000 (SR 2000/210) HT Media offer means a takeover offer made or to be made by HT Media Limited for all of the equity securities in MediaWorks as described in the notice of takeover dated 15 May 2007 MediaWorks means CanWest MediaWorks (NZ) Limited MediaWorks executives means Brent Impey, Peter Crossan, Rick Friesen, Sussan Turner, and Clare Bradley.
(2)	Any term or expression that is defined in the Act or the Code and used, but not defined, in this notice has the same meaning as in the Act or the Code.
4	Exemption from rule 35 of Code
	The MediaWorks executives are exempted from rule 35 of the Code in respect of the HT Media offer.
5	Condition of exemption The exemption in clause 4 is subject to the condition that none of HT Media Limited, the MediaWorks executives, or any other person acting jointly or in concert with any of them, disposes of any equity securities in MediaWorks during the offer period, other than to- HT Media Limited under the HT Media offer; or an offeror under another offer that is made under the Code.

Dated at Auckland this 13th day of June 2007.

The Common Seal of the Takeovers Panel was affixed in the presence of:

This notice which applies to acts or omissions occurring on or after 8 June 2007.

CanWest MediaWorks (NZ) Limited (MediaWorks) is a code company. HT Media Limited has given notice of its intention to make a full offer for all of the equity securities of MediaWorks (the HT Media offer). HT Media Limited is indirectly wholly owned by HT Media Holdings Limited.

Brent Impey, Peter Crossan, Rick Friesen, Sussan Turner, and Clare Bradley are senior executives of MediaWorks (the MediaWorks executives) and each of them holds equity securities in MediaWorks. It is proposed that each of them will be allotted shares in HT Media Holdings Limited and will enter into a shareholders' agreement with the other shareholders of HT Media Holdings Limited.

It is possible that the MediaWorks executives may be acting jointly or in concert with HT Media Limited for the purposes of making the HT Media offer. If so, rule 35 of the Takeovers Code (the Code) would prevent them from accepting the HT Media offer.

Rule 35 of the Code is intended to prevent an offeror, or persons acting jointly or in concert with an offeror, from selling shares in the target company to defeat its own offer. However, rule 35 also prevents persons who are acting jointly or in concert with an offeror from accepting the offer made by that offeror in respect of any securities that they hold in the target company.

The Takeovers Panel (the Panel) has granted an exemption from rule 35 of the Code to enable each of the MediaWorks executives to accept the HT Media offer.

The Panel considers that it is appropriate and consistent with the objectives of the Code to grant the exemption because-

• it would avoid an unintended consequence of the Code; and
• it would not disadvantage other shareholders or prevent them from deciding the merits of the offer for themselves.

Issued under the authority of the Acts and Regulations Publication Act 1989.
Date of notification in Gazette: 21 June 2007
This notice is administered by the Takeovers Panel.