This notice is the Securities Act (Independent News & Media PLC) Exemption Notice 2003.

This notice comes into force on the day after the date of its notification in the Gazette.

This notice expires on the close of 31 December 2007.

(1) In this notice, unless the context otherwise requires,—

(2) Any term or expression that is defined in the Act or the Regulations and used, but not defined, in this notice has the same meaning as in the Act or the Regulations.

INM, News & Media, and every person acting on behalf of either or both of them are exempted from section 37 of the Act in respect of any INM shares that are, or are to be, allotted under the terms of exchange of the 2003 shares set out in the registered prospectus for the 2003 shares if,—

• (a) at the time of the allotment of the INM shares, News & Media is a wholly owned subsidiary of INM; and

• (b) the registered prospectus for the 2003 shares contains particulars of all material matters relating to the offer of the INM shares.

(1) The exemption in clause 7 is subject to the condition that, before allotment of the INM shares and before the exercise of any right conferred by the 2003 shares in respect of the allotment of the INM shares, the following documents have been sent to every person who was, at the time the financial statements were sent, a registered holder of the 2003 shares in respect of which the INM shares are allotted or a right is exercised:

• (a) a copy of the most recent audited consolidated statement of financial position and audited consolidated statement of financial performance of INM that comply with the provisions of—

  • (i) the Companies Acts 1963 to 2005 of the Republic of Ireland; and

  • (ii) International Financial Reporting Standards as required by article 4 of EU Regulation 1606; and

  • (iii) any other enactment and rule of law to which INM is subject; and

• (b) if the date of allotment of the INM shares, or the date of the exercise of any right conferred by the 2003 shares in respect of the allotment of the INM shares, would be later than 9 months after the date of the statement of financial position referred to in paragraph (a),—

  • (i) an interim consolidated statement of financial position as at the end of, and an interim consolidated statement of financial performance for, a period commencing on the day after the date of the statement of financial position referred to in paragraph (a) and ending on a date that is not later than 9 months after that date that comply with the provisions of—

    • (A) the Companies Acts 1963 to 2005 of the Republic of Ireland; and

    • (B) International Financial Reporting Standards as required by article 4 of EU Regulation 1606; and

    • (C) any other enactment and rule of law to which INM is subject; and

  • (ii) a statement containing a description of INM and all subsidiaries of INM as at the date on which the interim consolidated statement of financial position referred to in subparagraph (i) is approved by INM's board of directors.

(2) The financial statements referred to in subclause (1)(b)(i) need not be audited.

(3) The exemption in clause 7 is subject to the further condition that the date of the allotment of the INM shares under the terms of, or on the exercise of any right conferred by, the 2003 shares is not more than 9 months after the date of the statement of financial position or interim statement of financial position, as the case may be, referred to in subclause (1).

INM, News & Media, and every person acting on behalf of either or both of them are exempted from section 37A of the Act in respect of the offer of INM shares that are, or are to be, allotted under the terms of exchange of the 2003 shares set out in the registered prospectus for the 2003 shares.

The exemption in clause 9 is subject to the conditions that—

• (a) securities issued by INM that are of the same class as the INM shares are, at the time of the allotment of the INM shares in reliance on the exemption in clause 9, quoted on the NZX and on either or both of the following:

  • (i) the London Stock Exchange:

  • (ii) the Irish Stock Exchange; and

• (b) the 2003 shares remain quoted on the NZX for the period that those shares are current; and

• (c) the INM shares are, on the allotment of those shares in reliance on the exemption in clause 9, quoted on the NZX and on either or both of the following:

  • (i) the London Stock Exchange:

  • (ii) the Irish Stock Exchange; and

• (d) the 2003 shares are issued under an investment statement that relates to both the 2003 shares and the INM shares; and

• (e) the investment statement that relates to the 2003 shares must, if the terms of the 2003 shares permit News & Media to vary the terms of the 2003 shares or of the INM shares or of both the 2003 shares and the INM shares (including varying the terms of the conversion),—

  • (i) state that News & Media may vary the terms of the 2003 shares or of the INM shares or of both the 2003 shares and the INM shares; and

  • (ii) contain particulars of the nature of News & Media's ability to vary those terms; and

  • (iii) state what steps News & Media will take, before an election to convert is made, to inform holders of the 2003 shares of the terms of conversion.