[CANWEST GLOBAL COMMUNICATIONS CORP LOGO]
NEWS RELEASE
For Immediate Release
October 28, 2004
CANWEST AMENDS ITS PREVIOUSLY ANNOUNCED EXCHANGE
OFFER FOR HOLLINGER PARTICIPATION TRUST NOTES
Agreement reached with more than two thirds of Noteholders
Winnipeg: CanWest Media Inc. ("CanWest") today announced amendments to certain
terms of its affiliate's pending exchange offer and consent solicitation in
respect of any and all outstanding 12 1/8% Senior Notes due 2010 ("Trust Notes")
issued by Hollinger Participation Trust. CanWest also announced that holders of
substantially more than 66 2/3% in aggregate principal amount of the Trust Notes
have agreed in writing to tender their Trust Notes in the exchange offer as
amended.
Today's amendments to the exchange offer will increase the amount, shorten the
maturity and extend the first redemption date of the 8% Senior Subordinated
Notes (the "New Notes") that are being offered in exchange for the Trust Notes,
and will extend the early tender payment deadline for the exchange offer.
In the exchange offer as amended, holders of Trust Notes are being offered
US$1,240 principal amount of New Notes for each US$1,000 principal amount of
Trust Notes validly tendered and accepted for exchange. US$30 principal amount
of the New Notes offered for each US$1,000 principal amount of Trust Notes
exchanged constitutes an early tender payment that will only be paid with
respect to Trust Notes validly tendered prior to the new early tender payment
deadline, which has been extended to 5:00 p.m., New York City Time, on November
5, 2004 (subject to extension). No additional payment will be made in respect of
any accrued and unpaid interest on the Trust Notes accepted for exchange.
The new maturity date for the New Notes will be September 15, 2012 and the
optional redemption feature applicable to the New Notes will be altered so that
the New Notes will not be redeemable until September 15, 2011, at which time the
redemption price will be equal to the principal amount thereof plus accrued and
unpaid interest to the redemption date.
In addition to the changes described above, the exchange offer is being amended
to revise the asset sale covenant contained in the New Notes, to provide for the
grant by tendering Trust Note holders of a power of attorney to implement the
proposed amendments and instructions they are consenting to in the exchange
offer and to add to those proposed amendments and instructions a revision to the
transfer restrictions applicable to the Trust Notes.
All other terms of the exchange offer, including the interest rate that the New
Notes will bear, remain unchanged and are described in the Offering Memorandum.
In particular, no change is being made to the originally announced withdrawal
deadline (5:00 p.m., New York City time, on November 5, 2004) or expiration date
(5:00 p.m., New York City time, on November 15, 2004) for the exchange offer.
The offering of the New Notes in the exchange offer is only made, and copies of
the exchange offer documents will only be made available to, holders of Trust
Notes that have certified certain matters including their status as "qualified
institutional buyers" or non "U.S. persons", as such terms are defined in
accordance with Rule 144A and Regulation S under the U.S. Securities Act, and,
if resident in Canada, as to certain matters confirming their eligibility to
acquire New Notes in accordance with an exemption from the registration and
prospectus requirements of applicable Canadian provincial or territorial
securities laws. Requests for documentation, including the supplemental
documentation relating to the amendment described in this press release, should
be directed to Global Bondholder Services Corporation, at 866-470-3900 or
212-430-3774.
The New Notes have not been, and will not be, registered under the U.S.
Securities Act or any state securities laws. Therefore, the New Notes may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the U.S. Securities Act and any
applicable state securities laws. The New Notes have not been and will not be
qualified for sale under the securities laws of any province or territory of
Canada. Therefore, any transfer or resale of the New Notes in Canada, or to,
from or for the account of any person resident in Canada, will be subject to
restrictions under applicable Canadian provincial or territorial securities
laws.
This press release does not constitute an offer to purchase any securities or a
solicitation of an offer to sell any securities. The exchange offer is being
made only pursuant to an offering memorandum and consent solicitation statement
and a related letter of transmittal and consent, and only to such persons and in
such jurisdictions as is permitted under applicable law.
CanWest Global Communications Corp. (NYSE: CWG; TSX: CGS.SV and CGS.NV
www.CanWestglobal.com is an international media company. CanWest is Canada's
largest media company. In addition to owning the Global Television Network,
CanWest is Canada's largest publisher of daily newspapers, and also owns,
operates and/or holds substantial interests in conventional television,
out-of-home advertising, specialty cable channels, Web sites and radio
networks in Canada, New Zealand, Australia and Ireland.
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For further information, contact:
Geoffrey Elliot or John Maguire
Vice President, Corporate Affairs Chief Financial Officer
Ph: (204) 956-2025 Ph: (204) 956-2025
Fax: (204) 947-9841 Fax: (204) 947-9841
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