Rights Issue and Acquisition

THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA, CANADA, THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW COMMON SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAID RIGHTS, NEW COMMON SHARES OR NEW DEPOSITARY INTERESTS MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE IN THE PROSPECTUS ONCE PUBLISHED. COPIES OF THE PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM ENTERTAINMENT ONE LTD.'S WEBSITE AT www.entertainmentone.com.

For immediate release

 30 September 2015

Entertainment One Ltd. (the "Group", the "Company", "eOne")

Proposed acquisition of Astley Baker Davies Limited and fully underwritten ~£200 million rights issue

Entertainment One Ltd., the FTSE 250 international entertainment group, announces that it has entered into a share purchase agreement to acquire 70 per cent. of the entire issued share capital of Astley Baker Davies Limited ("ABD"), the BAFTA award-winning UK based creator and producer of Peppa Pig, that jointly holds the ownership rights to Peppa Pig with eOne.

eOne also announces that it intends to fund the Acquisition and associated expenses through the net proceeds of a fully underwritten 4 for 9 rights issue to raise £193.6 million (net of expenses) (the "Rights Issue").

Summary

Further to the Group's announcement of its strategy to double the size of the business over the next five years, eOne is pleased to confirm that it has entered into a share purchase agreement to acquire 70 per cent. of the entire issued share capital of ABD, that jointly holds the ownership rights to Peppa Pig with eOne.

The Group has led the growth of revenues generated by the exploitation of Peppa Pig through its exclusive worldwide right to exploit and authorise others to exploit Peppa Pig in all formats.

Existing revenues are generated predominantly through royalties paid by licensees across a number of categories including toys and clothing, as well as through sales of DVDs and from other ancillary revenues. Net earnings from these revenues are currently shared equally between the Group and ABD.

By virtue of the Acquisition, the Group will increase its interest in the related share of earnings from the exploitation of Peppa Pig from 50 per cent. to 85 per cent., and as ABD will become a subsidiary of the Company following Completion, its financial statements will be fully consolidated into the Group's consolidated financial statements.

For the year ended 31 March 2015, the Group accrued an amount of £17 million in relation to royalties payable to ABD, which was included as an expense in the Group's Underlying EBITDA for the period. By virtue of the Acquisition, ABD will become a subsidiary of the Company following Completion, and therefore an equivalent royalty expense will not be accrued in relation to Peppa Pig in the Company's consolidated financial statements going forward. The Group will make distributions to the minority shareholders of ABD going forward in respect of their continuing 15 per cent. interest in Peppa Pig.

The Group believes that there is a significant growth opportunity in the continued exploitation of Peppa Pig by entry into new markets, including continued expansion into the US, as well as further content and merchandising exploitation opportunities which the Group believes will yield a high cash flow conversion.

The Group believes that the growth potential of retail sales from the exploitation of Peppa Pig is such that the Acquisition price for ABD is highly compelling and attractive for eOne, and that the opportunity exists to double retail sales of Peppa Pig in the medium term from their current levels, which the Group believes are in excess of US$1 billion annually.

Given the Group's existing knowledge of Peppa Pig and its extensive network of licensees across different territories, the Group believes that it is well-placed to deliver the property's growth potential.

 Highlights of the Acquisition include:

· Proven asset that the Group knows well

· Significant growth opportunity

· Transaction which provides control over strategic delivery

· Strategic benefits to the rest of the Group

· Builds a strong track record of investing behind growth

The Acquisition builds on the Group's existing proven track record of executing value enhancing acquisitions, such as the acquisition of Alliance in 2013, and the Group is well-placed to realise the significant growth opportunities across both content development and licensing and merchandising which the Group believes will result from the Acquisition.

The Company intends to fund the Acquisition and associated expenses through the net proceeds of the Rights Issue. The remainder of the net proceeds of the Rights Issue will also allow some deleveraging of the Group's balance sheet, which will increase financial flexibility for management to implement eOne's overall growth strategy. Completion of the Acquisition is expected to take place shortly after the closing of the Rights Issue.

eOne's largest Shareholders have shown eOne their support for the Acquisition and the Rights Issue and Canada Pension Plan Investment Board ("CPPIB"), the Company's largest shareholder, has confirmed that it is also fully supportive of the Acquisition and Rights Issue. CPPIB currently owns, in aggregate, approximately 17.9 per cent. of the Company's Common Shares and has signed an irrevocable agreement with the Company and the Underwriters to subscribe for its full Entitlement of Common Shares under the Rights Issue (although CCPIB is not acting as an underwriter for any purposes in relation to the Rights Issue).

ABD has also entered into the New Co-Production Agreement with Entertainment One UK Limited, which provides for, following Completion, the ongoing involvement of the creators and the production of 52 new Peppa Pig episodes.

The Acquisition is very positive for the Group and will add value for Shareholders through:

· delivering returns ahead of eOne's cost of capital;

· enabling eOne to control the future development of Peppa Pig in order to manage its longevity and continued growth;

· providing incremental growth opportunities for exploitation of Peppa Pig through expansion into new territories and further licensing and merchandising opportunities; and

· improving the cash generation of eOne, enabling further investment in content.

The unaudited gross assets position of ABD as at 31 August 2014 was £3,190,190 and ABD generated unaudited revenues of £11,118,656 and unaudited profit before tax of £2,563,444 for the year ended 31 August 2014. The purchase price of £140 million is based on a valuation of 11.6 times Underlying EBITDA, based on FY15 EBITDA. 

Darren Throop, Chief Executive of Entertainment One Ltd., said:

"Peppa Pig has become a worldwide success and reflects the strength of our ten year partnership working with ABD. Already the number one pre-school property in the UK, Australia, Spain, Mexico and Brazil, and a leader in other territories around the world, the growth opportunities for Peppa Pig are significant. The Rights Issue offers an opportunity for eOne to create additional financial flexibility to deliver our stated strategy of doubling the size of the business over the next five years. Given the growth profile of Peppa Pig and the opportunities that exist in new and growing markets, we believe the Acquisition will create substantial value for shareholders."

A conference call for analysts and institutional investors will be held today at 9 a.m. - for further details please call Patrick Yau on +44(0)20 3714 7931 or the eOne press office on +44(0)20 7382 4730. The participant dial in details for the presentation conference call are: +44(0)20 7162 0077, conference pin 955490. The presentation for analysts and institutional investors is available in the Investors section on eOne's website: www.entertainmentone.com.

J.P. Morgan Securities plc (which operates its investment banking activities in the United Kingdom as J.P. Morgan Cazenove) is acting as Sole Sponsor and J.P. Morgan Securities plc and Credit Suisse Securities (Europe) Limited (the "Underwriters") are acting as Joint Bookrunners in connection with the Rights Issue.

This preceding summary should be read in conjunction with the full text of the following announcement and its appendices, together with the Prospectus which is expected to be published today.

Indicative abridged timetable

Each of the times and dates set out below and mentioned elsewhere in this announcement may be adjusted by the Company in consultation with the Underwriters, in which event details of the new times and dates will be notified to the FCA, the London Stock Exchange and, where appropriate, Shareholders. References to a time of day are to London time unless otherwise stated.

Enquiries:

Redleaf Communications

Emma Kane/Rebecca Sanders-Hewett +44(0)20 7382 4730

[email protected]

Entertainment One Ltd.

Giles Willits/Patrick Yau +44(0)20 3714 7931

Sole Sponsor and Joint Bookrunner

J.P. Morgan Cazenove

Hugo Baring/Nicholas Hall/Virginia Khoo +44(0)20 7742 4000

Joint Bookrunner

Credit Suisse

Stuart Field/Chris Cottrell/Neil Pizey +44(0)20 7888 8888

J.P. Morgan Securities plc (which operates its investment banking activities in the United Kingdom as J.P. Morgan Cazenove) is acting as Sole Sponsor and the Underwriters are acting as Joint Bookrunners in connection with the Rights Issue. The Underwriters are acting exclusively for the Company and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue or any matters, transactions or arrangements referred to in this announcement. 

Notes to Editors:

About Entertainment One

Entertainment One Ltd. (LSE:ETO) is a leading international entertainment group focused on the acquisition, production and distribution of film, television, music and family content for distribution through multiple media channels across the Group's global network. The Company's comprehensive network extends around the globe including Canada, the US, the UK, Ireland, Spain, Benelux, France, Germany, Scandinavia, Australia, New Zealand and South Africa.

Through its established Film and Television Divisions, the Group provides extensive expertise in film distribution, film, television and music production, family programming, merchandising and licensing and digital content. The Group's current content library is exploited across all media formats and includes more than 40,000 film and television titles, 4,500 hours of television programming and 45,000 music tracks.

Further information is available at www.entertainmentone.com or email Redleaf Polhill at [email protected].

IMPORTANT NOTICE:

This announcement has been issued by, and is the sole responsibility of, Entertainment One Ltd. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its accuracy or completeness. The information in this announcement is subject to change. Neither the contents of eOne's website nor any website accessible by hyperlinks on eOne's website is incorporated in, or forms part of, this announcement.

This announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights, New Common Shares or New Depositary Interests referred to in this announcement except on the basis of the information contained in the Prospectus to be published by Entertainment One Ltd. in connection with the Rights Issue. The Prospectus will give further details of the New Common Shares, the New Depositary Interests, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue. A copy of the Prospectus will be available on eOne's website at www.entertainmentone.com. However, the Prospectus will not, subject to certain exceptions, be available (whether through the website or otherwise) to Shareholders in the United States or any other Restricted Jurisdiction.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which these materials are released, published, distributed or forwarded should inform themselves about and observe such restrictions. The information contained herein is not for release, publication, distribution or forwarding, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia) or any other Restricted Jurisdiction. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

This announcement does not contain or constitute an offer to sell or the solicitation of an offer to purchase securities to any person with a registered address in, or who is resident in, Australia, New Zealand, Japan, the Republic of South Africa, Canada or in any jurisdiction in which such an offer or solicitation is unlawful. None of the securities referred to herein have been or will be registered under the relevant laws of any state, province or territory of Australia, New Zealand, Japan, the Republic of South Africa or Canada. Subject to certain limited exceptions, none of these materials will be released, published, distributed or forwarded in or into Australia, New Zealand, Japan, the Republic of South Africa or Canada.

This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The securities referred to herein have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered or sold in the United States absent registration under the Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities in the United States. None of the New Common Shares, this announcement or any other document connected with the Rights Issue has been or will be approved or disapproved by the United States Securities and Exchange Commission or by the securities commissions of any state or other jurisdiction of the United States or any other regulatory authority, and none of the foregoing authorities or any securities commission has passed upon or endorsed the merits of the offering of the New Common Shares or the accuracy or adequacy of this announcement or any other document connected with the Rights Issue. Any representation to the contrary is a criminal offence in the United States.

Some of the statements contained in this announcement include forward-looking statements which reflect the Group's or, as appropriate, the Directors' current views with respect to financial performance, business strategy, plans, objectives, targets, goals, future events or intentions of management for future operations (including development plans relating to the Group's products and services). These statements include forward-looking statements both with respect to the Group and the sectors and industries in which the Group operates. Statements which include the words "expects", "estimates", "intends", "on-going", "plans", "believes", "projects", "anticipates", "will", "potential", "produce", "guidance", "targets", "aims", "may", "would", "could", "continue" and similar statements of a future or forward-looking nature or in each case, their negative or other variations, identify forward looking statements. All forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. Accordingly, there are or will be important factors that could cause the Group's actual performance, results of operations, financial condition, distributions to Shareholders and the development of its financing strategies to differ materially from the impression created by the forward-looking statements contained in this document. Any forward-looking statements in this announcement reflect the Group's current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial conditions and growth strategy. In addition, even if the Group's actual performance, results of operations, internal rate of return, financial condition, distribution to Shareholders and development of its financing strategies are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods.

These forward-looking statements speak only as of the date of this announcement. Subject to any obligations under the Prospectus Rules, the Disclosure and Transparency Rules and the Listing Rules and save as required by the FCA, the London Stock Exchange, or applicable law and regulations, the Company undertakes no obligation publicly to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. All subsequent written and oral forward-looking statements attributable to the Group or individuals acting on behalf of the Group are expressly qualified in their entirety by this paragraph. Prospective investors should specifically consider the factors identified in this document which could cause actual results to differ before making an investment decision.

You are advised to read this announcement and, once published, the Prospectus in their entirety for a further discussion of the factors that could affect the Company's future performance. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.

J.P. Morgan Securities plc (which operates its investment banking activities in the United Kingdom as J.P. Morgan Cazenove) is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority. Credit Suisse Securities (Europe) Limited is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority. The Underwriters are acting exclusively for the Company and no one else in connection with the Rights Issue and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue or any matters, transactions or arrangements referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on the Underwriters by FSMA or the regulatory regime established thereunder, the Underwriters do not accept any responsibility whatsoever or make any representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any statement made or purported to be made by it, or on its behalf, in connection with the Company, the New Common Shares or the Rights Issue and nothing in this document shall be read as a promise or representation in this respect whether as to the past or future. The Underwriters accordingly disclaim all and any liability whatsoever arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this document or any such statement.

Recipients of this announcement and/or the Prospectus should conduct their own investigation, evaluation and analysis of the business, data and property described in this announcement and/or, if and when published, in the Prospectus. This announcement does not constitute a recommendation concerning any investor's options with respect to the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this document are not to be construed as investment, legal, accounting, business, financial, tax or other professional advice. This document is for information only and nothing in this document is intended to endorse or recommend a particular course of action. Each prospective investor should consult their own legal adviser, financial adviser, tax adviser or other professional adviser for investment, legal, accounting, business, financial or tax advice. 

Other information:

The conditions to Completion are:

· Admission having taken place;

· the receipt of the net proceeds of the Rights Issue by the Company; and

· that no material adverse change has occurred in respect of ABD.

If Admission does not occur, or the other conditions described above are not satisfied by 13 November 2015 (or such later date as agreed between the ABD Sellers and Entertainment One UK Holdings Limited, the Share Purchase Agreement shall terminate, in which case all rights and obligations of the parties cease to exist and the Share Purchase Agreement will no longer be in force or effect (save for accrued rights). The ABD Sellers do not have a separate right to terminate the Share Purchase Agreement.

Under the Share Purchase Agreement, the ABD Sellers have provided title and capacity warranties and other customary warranties regarding the business of ABD, including its rights in respect of Peppa Pig. Any claims by Entertainment One UK Holdings Limited for a breach of warranty under the Share Purchase Agreement are subject to customary limitations, including financial limitations.

A more detailed summary of the terms of the Share Purchase Agreement can be found at paragraph 19.1 of Part 10 (Additional Information) of the Prospectus.

Entertainment One UK Holdings Limited and the ABD Sellers have also agreed that ABD will adopt the New Articles on Completion which will govern the rights attaching to the ABD Shares held by Entertainment One UK Holdings Limited and the ABD Sellers, respectively. The New Articles provide, amongst others:

· that Entertainment One UK Holdings Limited has the right to appoint a majority of directors to the board of ABD;

· restrictions on the ability of the ABD Sellers from transferring their retained shareholding in ABD; and

· customary drag and tag provisions.

ABD has also entered into the New Co-Production Agreement with Entertainment One UK Limited, which governs amongst other things the production of future Peppa Pig episodes.

Entertainment One UK Limited's rights under the Existing Co-Production Agreements to exploit and authorise others to exploit Peppa Pig in all forms not presold by ABD to certain broadcasters will continue. However, by virtue of its interest in ABD, eOne's share of earnings from the exploitation of these rights by Entertainment One UK Limited will increase accordingly.

ABD has no employees, and will operate as the legal entity for collection of all Peppa Pig royalty payments owing to ABD under both the Existing Co-Production Agreements and the New Co-Production Agreements and their onward distribution to the ABD shareholders.

Principal Terms of the Rights Issue

The Company is proposing to raise approximately £195.3 million by way of the Rights Issue (net of expenses) by way of a 4 for 9 Rights Issue of 131,476,173 New Common Shares at a price of 153.0 pence per New Common Share.

The Rights Issue price of 153.0 pence per New Common Share, which is payable in full on acceptance by not later than 11.00 a.m. on 19 October 2015, represents a discount of 43.8 per cent. to the Closing Price of 272.0 pence per Common Share on the Last Practicable Date and a theoretical ex-rights price of 235.4 pence per Common Share calculated by reference to the Closing Price on the Last Practicable Date.

The Company proposes to offer New Common Shares by way of the Rights Issue to Qualifying Shareholders on the following basis:

4 New Common Shares for every 9 existing Common Shares

held by Qualifying Shareholders on the Record Date and so in proportion to any other number of Common Shares then held, and otherwise on the terms and conditions as set out in this document and, in the case of Qualifying Non-CREST Shareholders (other than Excluded Overseas Shareholders) only, the Provisional Allotment Letter.

Holdings of Common Shares in certificated form and holdings of Depositary Interests will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue.

The Depositary holds Common Shares on behalf of Depositary Interest Holders and accordingly will receive a provisional allotment of New Common Shares on behalf of Qualifying Depositary Interest Holders. The Depositary will pass on the provisional allotment made in its favour to Qualifying Depositary Interest Holders other than Qualifying Depositary Interest Holders who are Excluded Overseas Shareholders and otherwise in accordance with the terms and conditions set out in this document and in accordance with the Deed Poll.

Qualifying Shareholders who do not take up their entitlements to New Common Shares (whether directly or through New Depositary Interests) will have their proportionate shareholdings in the Company diluted by approximately 30.8 per cent. Qualifying Shareholders who take up their Rights Issue Entitlement in full will, subject to the rounding down and sale of any fractions, have the same proportionate voting and distribution rights as held by them at the close of business on the Record Date.

The Company is relying on existing shareholder approvals pursuant to resolutions passed at the Company's 2015 Annual General Meeting held on 16 September 2015. The Rights Issue therefore will not require shareholder approval. No general meeting of Shareholders or other Shareholder vote will take place in connection with the Rights Issue or in respect of the Acquisition. Details of the rights attaching to Common Shares appear in the Articles, a description of which appears in paragraph 6 of Part 10 (Additional Information) of the Prospectus.

The Rights Issue is conditional upon:

· Admission becoming effective by not later than 8.00 a.m. on 5 October 2015 (or such later time or date as the Joint Bookrunners may agree with the Company, but so that the Acceptance Date (which shall fall no earlier than 10 Business Days after Admission) is not later than 30 October 2015); and

· the Underwriting Agreement having become unconditional in all respects (save for conditions relating to Admission) and not having been terminated in accordance with its terms prior to Admission.

The Rights Issue has been fully underwritten on the basis set out in the Underwriting Agreement. The Underwriters have agreed under the terms of the Underwriting Agreement to procure subscribers for, or failing which to itself subscribe for, New Common Shares not taken up in the Rights Issue at the Rights Issue Price. Further details of the terms of the Underwriting Agreement are set out in Part 10 (Additional Information) of the Prospectus.

If the Underwriting Agreement is not declared or does not become unconditional in all respects or if it is terminated in accordance with its terms, the Rights Issue will be revoked and will not proceed. Revocation cannot occur after Admission, and therefore if Admission has occurred by 8.00 a.m. on 5 October 2015 (or such later time and/or date as the Company and the Underwriters agree), the Rights Issue will proceed.

Application will be made for the Nil Paid Rights and the Fully Paid Rights to be admitted to CREST. Euroclear requires the Company to confirm to it that certain conditions (imposed by the CREST Manual) are satisfied before Euroclear will admit any security to CREST. It is expected that these conditions will be satisfied, in respect of the Nil Paid Rights and the Fully Paid Rights, on Admission. As soon as practicable after satisfaction of the conditions, the Company will confirm this to Euroclear.

Application will be made to the UK Listing Authority for the New Common Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Common Shares to be admitted to trading on its main market for listed securities. It is expected that Admission will become effective and that dealings in the New Common Shares will commence on the London Stock Exchange, nil paid, at 8.00 a.m. on 5 October 2015. No further application for admission to CREST is required for the New Depositary Interests and all of the New Depositary Interests when issued and fully paid may be held and transferred by means of CREST.

The latest time and date for acceptance and payment in full for the New Common Shares will be 11.00 a.m. on 19 October 2015.

The terms and conditions of the Rights Issue, including the procedure for acceptance and payment and the procedure in respect of rights not taken up, are set out in Part 3 (Terms and Conditions of the Rights Issue) of the Prospectus.

Pursuant to the Underwriting Agreement, the Company has agreed, subject to certain customary exceptions, not to issue or allot any Common Shares (or Depositary Interests) or rights to subscribe for Common Shares (or Depositary Interests) for 100 days following completion of the Rights Issue without the prior written consent of the Underwriters. Other than as stated, there are no other lock-up arrangements in place in connection with the Rights Issue

Prospectus

Further details in relation to the Acquisition and Rights Issue will be set out in the Prospectus which is expected to be published today. Please also refer to the Important Notice earlier in this announcement. Entertainment One Ltd. Shareholders' attention is drawn, in particular, to the risk factors set out in the Important Notice and which will be described in further detail in the Prospectus.

APPENDIX 1

DEFINITIONS

In this announcement all references to times and dates are a reference to those observed in London, United Kingdom.