APN Chairman, CEO and three Directors resign

Ticker: (Bloomberg) INM.ID/INM.LN and (Reuters) INME.I/INME.L

APN Chairman, CEO and three independent Directors resign

SYDNEY, 18 February 2013: Mr. Peter Hunt, the Chairman of APN News & Media [ASX, NZX: APN], in which Independent News & Media PLC ("INM") has a 28.95% shareholding, today announced his resignation and that of the CEO and Managing Director, Brett Chenoweth and three independent Directors Melinda Conrad, John Harvey and John Maasland (the Departing Directors). This will take effect at 9am on 19 February 2013. In addition, independent Director Kevin Luscombe will retire in April 2013 as previously planned.

The Board of Directors met yesterday to determine whether APN would undertake a renounceable pro-rata capital raising as disclosed to the market on 15 February 2013. The proposal was to launch the capital raising with Macquarie Capital as the sole underwriter, at the time of the full year results announcement. Preparation for the capital raising had been supported by all Directors and had been under discussion for several months although the timing and final decision to proceed had not been agreed.

While the Board agreed the Company needed to reduce its debt, it was unable to agree on the methodology. The Departing Directors believed that a capital raising should be undertaken at the time the Company announces its full year results. This would have been in conjunction with a continued focus on repositioning the publishing businesses and potential asset sales. Other Directors believe that consideration of an equity raising should be undertaken in a time frame that allowed other options to be pursued.

Independent News & Media plc (INM) and its major shareholder together with Allan Gray representing approximately 51% of APN's shares have unequivocally indicated they are opposed to a capital raising at the present time.

Last Friday, the Board received a requisition from INM for an extraordinary general meeting to remove six Directors, including the Chairman and CEO and establish a new board. This would consist initially of two INM representatives, Vincent Crowley and Paul Connolly, as well as Peter Cosgrove and Deputy Chairman Ted Harris.

The Departing Directors have a different view on gearing levels to the major shareholders and in light of their opposing position it is not tenable for them to continue. At a previous Board meeting the non-INM representative Directors all unanimously stated their support for Brett Chenoweth and his strategy.

The Company is in the process of appointing a search firm to assist in the selection of a CEO and additional Board members. APN intends to announce its full year result to the market on 21 February 2013 as scheduled.

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