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West 175 Media Grp (WEP)

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Friday 14 May, 2004

West 175 Media Grp

CVA & Conditional Placing

West 175 Media Group Inc
14 May 2004


For Immediate Release

NOT FOR RELEASE OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN OR THE REPUBLIC OF IRELAND


                           West 175 Media Group Inc.

     Proposed Company Voluntary Arrangement and associated loan of £65,000
     convertible into new common shares of West 175 at 0.4 pence per share

             Conditional Placing of £450,000 at 0.5 pence per share

   Posting of audited accounts for the two years ended 31 March 2003 and 2004

                    Proposed restoration of dealings on AIM


     
1.   Introduction

On 16 February 2004, West 175 Media Group Inc ('the Company') announced that it
intended to implement a company voluntary arrangement under Part One of the
Insolvency Act 1986 ('CVA') and certain other matters. The Company now announces
that it has filed the necessary CVA documents into Court and that it has
conditionally raised £450,000 (before expenses) by a placing of new shares of
the Company.  The CVA is conditional, inter alia,  on the approval of
shareholders of resolutions to increase the authorised share capital of the
Company and to approve the CVA.  The Conditional Placing is conditional upon
Completion of the CVA.


2.   Audited results for the years ended 31 March 2003 and 31 March 2004

The Company disposed of its last trading subsidiary in March 2003 and is now a
non-trading shell. It owns the whole of the issued share capital of West 175
Media Limited and West 175 Productions Inc and 50% of the share capital of Union
175 Limited (in administrative receivership), all of which are non-trading
companies.

The Company has today posted to shareholders its audited results for the years
ended 31 March 2003 and 31 March 2004.

Turnover of the discontinued operations in the year ended 31 March 2003 amounted
to US$ 8,418,022 (2002: US$ 12,132,041). After all provisions and write-downs,
the Company made a loss after tax of US$ 4,342,284 in respect of the year ended
31 March 2003 (2002: US$ 16,963,989). Part of this loss is a trading loss and
part a capital loss on disposal of subsidiaries and the auditors have been
unable to ascertain the correct allocation between the two, although in their
opinion the profit and loss account gives a true and fair view of the overall
loss for the period.  The financial statements for 2003 do not contain a
statement of cash flow, thus resulting in a qualified opinion from the auditors.
Also in relation to 2003, the auditors do not express any opinion on the
adequacy or completeness of the notes.  However the financial statements for
2004 have no such qualifications or disclaimers, save for the reference to the
comparative figures for 2003 as described above. In the audited statements for
both years, the auditors have drawn attention to the uncertainty as to the
future trading and funding requirements of the group but the auditors' opinions
on the statements are not qualified in this respect.

In the year ended 31 March 2004, neither the Company nor any subsidiary traded
or entered into any capital transaction. No turnover was recorded. After all
operating costs (US$ 153,895), net interest payable (US$ 145,790) and exchange
losses (US$418,965), the loss after tax amounted to US$ 718,650. The net
deficiency of assets as at 31 March 2004 was US$ 4,078,800 (2003: $3,306,181).

     
3.1  Proposed Company Voluntary Arrangement

In June 2002, the newly constituted Board fundamentally changed the focus of
West 175 by first tightening the diverse regional focus of the business and
secondly by seeking to strengthen and expand into new media interests within the
UK and Europe. On 11 June 2002, £1,185,000 was raised for the Company through an
issue of Loan Notes and on 27 September 2002 a further £314,750 was raised
through the issue of additional Loan Notes on similar terms to those issued
previously, increasing the amount of Loan Notes in issue to £1,499,750. At the
time the Board had envisaged that it would be able to sell all of the former
businesses of the Company and its then subsidiaries in New Zealand, Continental
Europe, the UK and the USA for sums which in aggregate would have been more than
sufficient to pay off all of their respective creditors, including the holders
of Loan Notes. In the event, and as subsequently announced, the sales process -
especially of companies in New Zealand - proved extremely difficult, with the
result that the eventual sales proceeds were not enough to allow the Company or
West UK to meet its liabilities to creditors (including the holders of the Loan
Notes).


3.2  Statement of affairs

The Company's statement of affairs prepared by the Directors as at 12 May 2004
indicates a deficiency to Creditors of approximately £1.85 million, comprising
Loan Note Holders of approximately £1.5 million and Trade Creditors as to the
balance. The Company has significant historic tax losses for which the Company
may be able to obtain value in the future (although there can be no certainty of
this).  The Company is also entitled to certain deferred consideration payments
although there is no guarantee that any deferred consideration will be received
by the Company. If any such consideration is received before the completion of
the Company's CVA, it will be added to the assets available to Creditors under
the Company's CVA.  Notwithstanding the above, the Company has no working
capital with which to pay its existing liabilities and for this reason it is the
Directors' belief that, in accordance with the definition given within Section
123 of the Insolvency Act 1986, the Company is insolvent.  West UK is also
insolvent as a result of its lack of working capital.

     
3.3  Exploration of alternatives

In order to provide some compensation for the Creditors and Shareholders, the
Board has explored a number of alternative options. To this end, the Board has
resolved to seek to maintain the Company's status as an AIM-quoted company with
a view to the Company acquiring media assets in the future.


3.4  Completion of the Company's CVA and commitment of CVA Funds

Accordingly, in an effort to restructure the financial position of the Company
and to attempt to retain value for both the Creditors and Shareholders, the
Board has formulated the Proposal for the CVA.  In order to fund this proposal
and the cash dividend under the Company's CVA, the CVA Funds have been committed
to the Company by way of loan which at the option of the lenders is convertible
into New West Shares. Further details of these convertible loans are set out
below.

If the CVA of the Company is approved, additional working capital will also be
required for the Company in order to maintain the Company as a going concern.
This is to be provided by the Conditional Placing, details of which are also set
out below.

If the CVA is not approved, the Directors would intend to pass the requisite
resolutions to place the Company into creditors' voluntary liquidation pursuant
to Section 98 of the Insolvency Act 1986.  In this event, and taking into
consideration that according to the information available to the Directors at
the date of this document, the Company's tangible assets comprise cash at bank
in the sum of approximately £2,000, it is clear that Creditors would be certain
to receive much less than they are being offered under the CVA and Shareholders
would derive no value for their Existing Shares (other than any applicable tax
loss on their investment).

     
3.5  Nature of a CVA and the CVA Document

A CVA is a formal procedure introduced by Part 1 of the Insolvency Act 1986,
which enables a Company to enter into an arrangement with its unsecured
creditors.  Although the Company is not incorporated in the UK, the applicable
provisions of the Insolvency Act 1986 can be invoked by the Company by reason of
it being centrally managed and controlled from the United Kingdom.  The CVA will
bind creditors of the Company in the United Kingdom if the requisite majorities
of Creditors and Shareholders approve the CVA and the Resolutions to be proposed
at the second Special Meeting on 1 June 2004.  However, the Directors are aware
of only four Creditors of the Company based outside the United Kingdom and those
Creditors have agreed to be specifically bound by the Company's CVA.  Andrew
Andronikou of UHY Hacker Young has been appointed as the Nominee to advise the
Company in all aspects of the CVAs of both the Company and West UK.


3.6  Two separate CVAs

Two separate CVAs are being proposed: one for the Company and one for West UK,
the Company's wholly owned subsidiary.  The Creditors of each Company are
receiving separate documentation.   The document for the Company's CVA is also
being sent to shareholders
     
The statement of affairs of West UK shows a deficiency to Creditors of
approximately £188,400.


3.7  The CVA Proposal for the Company

The Proposal for the Creditors of the Company is set out below.

If the CVA is approved and becomes unconditional, Trade Creditors will receive
in full and final settlement of their debt (except for the Placing Fees):

  • either a cash payment of 10 pence per each £1 of their debt;
  • or, if they so elect, 25p per £1 of their debt in New West Shares (to be
    issued at 1.5p per share) (the 'Share Alternative').


Loan Note Holders will receive only the Share Alternative.

Fractional entitlements to New West Shares will be rounded down to the nearest
whole number of New West Shares (issued at 1.5 p per share).

Assuming the Company's CVA is approved and becomes unconditional, a Trade
Creditor  owed £1,000 will receive in full and final settlement either a cash
payment of £100 or if the Trade Creditor so elects, 16,666 New West Shares.

The above amounts are calculated on the basis of the claims received to date
from Creditors.  If the amount of Creditors' claims admitted in the Company's
CVA differ from these amounts, the amount to be paid to Creditors in settlement
of their debts will vary accordingly.

The Placing Fees are to be paid in full out of the proceeds of the Conditional
Placing.  Creditors and Shareholders should note that the conditions of the
Conditional Placing include Completion of the CVA and the Proposal being
implemented on terms that the Placing Fees are paid in full.  If Creditors and/
or Shareholders seek to vary or reject the CVA, the Conditional Placing will
therefore not proceed.
     

3.8  Financing the Company's CVA

If all the Trade Creditors were to accept the offer of 10p in £1, a sum of
approximately £35,000 would become payable in cash. However, certain Creditors
(including Ludgate and Numis) have undertaken, conditional on Completion of the
CVA, that they will elect for New West Shares so as to reduce the cash
requirement.   Professional fees and expenses associated with the CVA amount to
£35,000, with the result that up to £65,000 is required in order to implement
the Company's CVA.

John Gunn and NCL Nominees Limited have provided the CVA Funds by way of loan to
the Company in order to fund this amount.  Subject to the passing of the
Resolutions, this amount is convertible in whole or in part (together with
accrued interest, if they so elect) at the option of Mr Gunn and NCL Nominees
Limited into New West Shares at 0.4p per Share.  If the whole of the principal
of these loans were so converted, this would result in the issue of 16,250,000
New West Shares.   So far as the Directors are aware, none of the persons
providing any of the CVA Funds through NCL Nominees Limited has any connection
with any Director.

The Directors stress that, without the CVA Funds, the Company's CVA would be
unable to proceed.

     
3.9  Financing the West UK CVA

John Gunn has provided £15,500 of funds directly as a gift to West UK to enable
West UK to implement its CVA and to finance a cash payment of 10 pence per each
£1 owed to Creditors in full and final settlement.


3.10 Effect of the Company's CVA

Once the Company's CVA has been completed, the Company will become a shell with
no known liabilities other than professional fees and expenses incurred in
connection with the Conditional Placing which are only payable upon and subject
to Admission.  The Directors estimate that the Company's annual running costs,
including all professional fees and the cost of remaining on AIM, for the year
ending 31 March 2005 will not exceed £150,000.


4.   Conditional Placing of £450,000 in New West Shares

Pursuant to the Placing Agreement between the Company (1), Numis (2) and Ludgate
(3), a total of 90,000,000 New West Shares have been conditionally placed by
Numis and Ludgate on behalf of the Company at a price of 0.5 p per New West
Share to raise £450,000 (before expenses). The Conditional Placing is
conditional, inter alia, upon Completion of the CVA.  Under the Placing
Agreement, Numis and Ludgate have conditionally arranged for placees to provide
the £450,000 to Numis's solicitors, Marriott Harrison, to be held in escrow
pending Completion of the  CVA.

If the Company's CVA is not approved and completed and Admission of the New West
Shares does not occur by 31 January (or, if earlier, within 10 business days of
completion of the CVA), the escrow monies referred to above will be returned to
the placees with interest, the Conditional Placing will not take place and the
Company's quotation on AIM will be cancelled.

     
5.   Strategy

After the proposed CVA of the Company and the Conditional Placing have been
completed, the Directors will be enabled more actively to review with their
advisers suitable acquisitions for the Company of media assets and businesses.
The Directors are hopeful of concluding a successful acquisition within a year
and hopefully before the end of 2004.


6.   Arrangements with Directors

The Directors have agreed to waive their rights to participate in a dividend to
Creditors in the Company's CVA or West UK's CVA in respect of all unpaid fees
and expenses which have accrued up to 1 June 2004, and subject to the CVA being
approved by Shareholders and Creditors.  In relation to their holdings of Loan
Notes (amounting to £274,505 in aggregate), the Directors are being treated in
the Company's CVA in exactly the same way as all other Loan Note Holders and
they have waived all claims to unpaid interest.


7.   Arrangements with Advisers

7.1  Numis and related party issues

In view of Mr Gunn's relationship with the Company as a Director, Shareholder
and Loan Note Holder, the agreement whereby Mr Gunn has agreed to provide the
CVA Funds to the Company is a related party transaction under the AIM Rules.  In
its capacity as nominated adviser to the Company, Numis confirms that in view of
the financial position of the Company and having regard to the Directors'
assessment of the prospects of the Company, the terms applicable to the CVA
Funds being committed by Mr Gunn are fair and reasonable, so far as Shareholders
are concerned.  In view of the fact that the Directors are Loan Note Holders,
the Company's CVA is also a related party transaction under the AIM Rules, so
far as concerns the Loan Note Holders.

In its capacity as nominated adviser to the Company and having regard to the
financial position of the Company, the views expressed by an independent Loan
Note holder holding £100,000 nominal of the Loan Notes and the Directors'
assessment of the prospects of the Company, Numis confirms that the terms of the
Company's CVA in relation to the Loan Note Holders are fair and reasonable so
far as Shareholders are concerned.

Rees Pollock, the Company's auditors have also confirmed that the terms of the
arrangements with Mr Gunn referred to above and the terms of the CVA in relation
to Loan Note Holders are fair and reasonable so far as Shareholders are
concerned.  The payment of Rees Pollock's fees in relation to the audits of the
Company and West UK is dependent upon the CVAs of both these companies being
approved by their respective Creditors and upon the CVA of the Company being
approved by Shareholders.

Numis is an existing holder of £190,000 nominal of Loan Notes and a Trade
Creditor for £43,000 in respect of accrued fees and expenses. These amounts
together represent approximately 12.8% of the total amounts now estimated to be
due to all Creditors of the Company.  The Directors and Numis confirm that
Numis, in its capacity as a Loan Note Holder and a Trade Creditor, is not
receiving any benefit which is not also being received by other Creditors.
Numis has agreed to waive all accrued interest in respect of its Loan Notes.

In addition, Numis is receiving fees and an option over New West Shares as
consideration for its services in respect of the Conditional Placing. These fees
amount to £11,250 which will be payable in New West Shares at 1.5p per share
amounting to 750,000 shares and Numis will also receive an option over 2 per
cent of the enlarged issued share capital of the Company (after completion of
the Conditional Placing). The option is for five years commencing from Admission
at an exercise price of 0.5p per share.  These fees are only payable if the
Conditional Placing becomes unconditional.  Numis is not receiving any fees in
respect of the Proposal or either of the CVAs.

In respect of amounts owing to it as a trade Creditor, Numis has irrevocably
undertaken to accept payment in New West Shares.  Assuming that the Company's
CVA is approved and completed, Numis will receive 3,883,333 New West Shares (at
an issue price of 1.5p per share) out of the CVA in respect of the amounts owing
to it as a Loan Note Holder and Trade Creditor. When aggregated with the 750,000
New West Shares to be allotted to Numis in application of its fees referred to
in the preceding paragraph, Numis will hold a total of 4,633,333 New West Shares
amounting to approximately 2.78 per cent of the Company's enlarged issued share
capital after the Conditional Placing and assuming no Creditor elects for cash
settlement under the Proposal. As at the date of this document and excluding any
Shares, which it holds as a market maker, Numis holds no Existing Shares.

Numis was also allotted 2,111,111 Warrants in connection with its Placing of
Loan Notes in 2002, and a further 750,000 Warrants in its capacity as adviser to
the Placing of Loan Notes in 2002.  In connection with the Proposal, Numis has
decided to surrender all these Warrants to the Company for cancellation.

     
7.2  Ludgate

Ludgate is receiving fees and an option over New West Shares as consideration
for its ongoing corporate finance advisory services in respect of the Proposal
and the Conditional Placing, and for services as Secretary to the Company. The
fees amount to £75,000 which will be paid as to £30,000 in cash and £45,000 in
New West Shares at 1.5p per share.  These fees will only be payable if the
Conditional Placing becomes unconditional. Ludgate will also receive an option
over 2 per cent of the enlarged issued share capital of the Company (after
completion of the Conditional Placing). The option is for five years commencing
from Admission at an exercise price of 0.5p per share.  Ludgate has agreed to
waive all accrued interest in respect of its Loan Notes.

In respect of amounts owing to it as a Trade Creditor, Ludgate has irrevocably
undertaken to accept payment in New West Shares.  Assuming that the Company's
CVA is approved and completed, Ludgate will receive 1,095,625 New West Shares
(at an issue price of 1.5p per share) out of the Company's CVA in respect of the
amount owing to it as a Loan Note Holder and Trade Creditor. These amounts
represent approximately 3.6 percent of the total amounts now due by the Company
to Creditors.  When aggregated with the New West Shares to be allotted to
Ludgate in respect of its fees referred to in the preceding paragraph, Ludgate
will hold a total of approximately 2.5 per cent of the Company's enlarged issued
share capital assuming maximum take up of the Conditional Placing and assuming
no Creditor elects for cash settlement under the Proposals. As at the date of
this document Ludgate holds no Existing Shares.

Ludgate was also allotted 555,556 Warrants in connection with its Placing of
Loan Notes in 2002, and a further 750,000 Warrants in its capacity as adviser to
the Placing of Loan Notes in 2002.

Ludgate is adviser to Ludgate 181 (Jersey) Ltd, an investment company, which is
a holder of Loan Notes in the Company.  John Gunn is a non-executive director
and shareholder of Ludgate and Ludgate 181 (Jersey) Ltd.

     
8.   Restoration of dealings, Admission and enlarged Share Capital

Assuming that the Company's CVA is approved by Creditors and Shareholders at the
relevant meetings and that there is then no reason to believe that the
Conditional Placing will not become unconditional, it is expected that dealings
will be restored in the Existing Shares on 30 June 2004. The Existing Shares are
currently suspended from trading.  Application will be made to the London Stock
Exchange for the New West Shares to be admitted to trading on AIM after
Completion of the CVA.  It is emphasised that the Conditional Placing referred
to in this document is conditional, inter alia, upon Completion of the CVA and
that there is no guarantee that Completion of the CVA will occur.

Following Completion of the CVA, application will be made to the London Stock
Exchange for the New West Shares to be admitted to trading on AIM.

It is expected that, following Completion of the CVA, the present issued share
capital (which amounts to 22,730,038 Shares) will increase by 139,000,000 New
West Shares to 161,730,038 New West Shares in aggregate.


9.   Special meetings of Creditors and Shareholders

A special meeting of Creditors has been convened for 10.00 am on 1 June 2004 to
approve the CVA. Assuming it is approved, it will be followed on the same day by
a first Special Meeting of Shareholders to approve the CVA and by a second
Special Meeting of Shareholders for the purpose of increasing the authorised
share capital, ratifying all acts of the directors and amending the Bylaws of
the Company to provide for a three directors to serve on the Board in place of
the current requirement for five directors.

     
10.  Risk Factors

The Circular containing details of the CVA and the Conditional Placing which has
been posted to shareholders today contains reference to a number of risk
factors.  These include the risk that under Part I of the Insolvency Act 1986 a
Creditor or Shareholder may seek to apply to the Court on the grounds that the
CVA unfairly prejudices the interests of a Creditor, Shareholder or the Company,
or that there has been some material irregularity at or in relation to either of
the meetings of Creditors or Shareholders in relation to the Company's CVA. Any
such application must be made within 28 days of the CVA being approved by
Creditors.  Whilst the Directors have no reason, having been so advised by the
Nominee, to consider that a Creditor or Shareholder will make an application in
relation to the Company's CVA under the provisions of Part I of the Insolvency
Act 1986, there can be no assurance that any such application would not be
forthcoming.  If such an application were to be made then the Court may revoke
or suspend the decision to approve the CVA or any decision taken by the relevant
meeting in connection with the Company's CVA, and/or direct the summoning of
further meetings to consider a revised proposal in relation to the CVA or direct
a further Shareholders' or Creditors' meeting to consider the original CVA.  In
such an event, it is unlikely that dealings in the Existing Shares would be
restored or that the Conditional Placing would become unconditional.

The Company's CVA (if approved and completed) is only binding upon the Company's
UK Creditors.  Accordingly, notwithstanding Completion of the CVA, the Company
is at risk of claims from creditors outside the UK.  Such claims could
conceivably arise after completion of the Conditional Placing.  The Directors
are aware of four Overseas creditors. Each such Overseas Creditor has agreed
with the Company to be bound by and to agree with the terms of the CVA. However,
such commitment arises in contract only and is not subject to the regime imposed
by the Insolvency Act 1986 and accordingly each such Overseas Creditor will not
be bound by the terms of the CVA under the terms of the insolvency legislation
and it would be for the Company to seek to enforce the terms of the CVA against
such Overseas Creditors as a matter of contract if for some reason either or
both of them sought subsequently to challenge its effect on them as Creditors.

Notwithstanding Completion of the CVA, claims may arise from UK Creditors who
were not notified of the Company's CVA. In this event, the Company would be
required to pay the UK Creditors concerned in respect of their claims on the
same basis as notified UK Creditors under the CVA.


11.  Share Capital - Options and Warrants

The table below shows the present issued share capital and the issued share
capital as it would be assuming both the Company's CVA and the Conditional
Placing are successfully completed and becomes unconditional and assuming that
Trade Creditors in aggregate elect for 4,000,000 New West Shares. It also
includes the Warrants, and the existing and proposed options.


                                                    Shares           Options        Warrants

Existing                                        22,730,038         1,857,876      25,661,112

CVA    (a) Assumed to Trade Creditors            4,000,000                                 0
       (b) Assumed to Loan Note Holders         25,500,000
       (c) Assumed conversion of CVA Funds      16,250,000


Conditional Placing

       New shares at 0.5 pence per share        90,000,000


       Shares to advisers (Ludgate and Numis)
       for advising in connection with the 
       Proposal and/or the Conditional Placing   3,750,000

       Options for advisers (Ludgate and Numis)
       in lieu of fees                                             6,669,202

       Numis surrender of Warrants                                               (2,861,111)

       Total                                   161,730,038         8,527,078      22,801,001


     
12.  Working Capital

As described in Part 1 of this Circular, the Company is currently insolvent. If
the Resolutions are not passed, neither the Company's CVA nor the Conditional
Placing will be able to proceed.  If the Company's CVA is not approved by
Shareholders and Creditors the Company would have insufficient working capital
to continue as a going concern and the Directors would have no alternative but
to place the Company in liquidation.  If the Conditional Placing does not become
unconditional, even though the CVA is approved by Shareholders and Creditors,
the Company will have insufficient working capital.  In these circumstances, the
quotation of the Shares on AIM would be cancelled and the Directors consider it
is unlikely that the Shareholders would derive any value for their Shares.

     
13.  Circular and Accounts

A Circular containing details of the Company's CVA and the audited accounts of
the Company for the years ended 31 March 2003 and 31 March 2004 have today been
despatched to shareholders.  Copies of these documents have been sent to the
London Stock Exchange and will be available from the offices of Withers LLP, 16
Old Bailey, London EC4M 7EG for a period of one month from the date hereof.



                             ANTICIPATED TIMETABLE OF EVENTS

                                                                                                            2004

CVA Documentation filed into Court                                                                        14 May

Circular posted                                                                                           14 May

Latest time and date for receipt of Forms of Proxy for Creditors' Meeting                     12 noon  on 31 May

Latest time and date for receipt of Forms of Proxy for the first Special Meeting of           12 noon  on 31 May
Shareholders

Latest time and date for receipt of Forms of Proxy for the second Special Meeting of
Shareholders

Creditors' Meeting                                                                            10.00 am on 1 June
First Special Meeting of Shareholders                                                         11.30 am on 1 June
Second Special Meeting of Shareholders                                                        11.45 am on 1 June



Assuming that the Company's CVA is approved by Creditors and Shareholders at the
relevant meetings and that there is then no reason to believe that the
Conditional Placing will not become unconditional, it is expected that dealings
will be restored in the Existing Shares on 30 June 2004. The Existing Shares are
currently suspended from trading.  Application will be made to the London Stock
Exchange for the New West Shares to be admitted to trading on AIM after
Completion of the CVA.  It is emphasised that the Conditional Placing referred
to in this document is conditional, inter alia, upon Completion of the CVA and
that there is no guarantee that Completion of the CVA will occur.

Payment to Creditors under the CVA of the Company will be made immediately
before Completion of the CVA.  Upon Completion of the CVA, application will be
made for the New West Shares to be admitted to trading on AIM.



DEFINITIONS

The following definitions apply throughout this announcement unless otherwise
stated or the context otherwise requires:

'Admission'                  the admission to AIM of the New West Shares 
                             becoming effective in accordance with the AIM rules

'AIM'                        the Alternative Investment Market of London Stock 
                             Exchange plc

'AIM Rules'                  the rules of AIM

'Board' or 'Directors'       the board of directors of West 175 as set out in
                             paragraph 1 of Part 3 of this document

'Completion of the CVA'      final completion of the Company's CVA (without
                             amendment) as evidenced by the dispatch by the 
                             Joint Supervisors to Creditors and Shareholders of 
                             a notice that the Company's CVA has been fully 
                             implemented in accordance with Rule 1.29 of the 
                             Insolvency Rules 1986

'Conditional Placing'        the conditional Placing of New West Shares arranged 
                             by Numis and Ludgate on behalf of the Company to 
                             raise £450,000 (before expenses) at 0.5 p per Share 
                             conditional on the Company's CVA being duly 
                             approved and completed

'Creditors'                  the Company's creditors including, for the 
                             avoidance of doubt, the Loan Note Holders and the 
                             Directors

'CVA'                        a company voluntary arrangement pursuant to Part I 
                             of the Insolvency Act 1986

'CVA Document'               the document accompanying this Circular containing 
                             details of the Proposal

'CVA Funds'                  the £65,000 loan facility provided by Mr John Gunn 
                             and NCL Nominees Limited to the Company to fund the
                             costs of both the Proposal and the cash dividend 
                             payable to Creditors if the Company's CVA is 
                             approved by Shareholders and Creditors, as 
                             summarised in paragraph 3.10 of Part 1 of this 
                             document

'Existing Shares'            the existing issued and outstanding common shares 
                             of no par value in the capital of the Company

'FSA'                        the Financial Services Authority

'Group'                      the Company and its subsidiaries

'Hacker Young'               UHY Hacker Young

'Loan Notes'                 the Company's £1,185,000 variable rate unsecured 
                             convertible loan notes 2004 and the Company's 
                             £314,750 variable rate unsecured convertible loan 
                             notes 2004

'Loan Note Holder'           holder of Loan Notes

'Ludgate'                    Ludgate Investments Limited, regulated by the FSA

'New Placing Shares'         the 90,000,000 new Shares to be issued by the 
                             Company pursuant to the Conditional Placing

'New West Shares'            new Shares to be issued pursuant to the Conditional 
                             Placing, the conversion of the CVA Funds and/or the 
                             implementation of the Company's CVA (as the case 
                             may be)

'Nominee'                    Andrew Andronikou of UHY Hacker Young

'Numis'                      Numis Securities Limited, regulated by the FSA

'Overseas Creditors'         Creditors who are resident in countries other than 
                             the UK

'Proposal'                   the proposal for the Company's CVA as set out in 
                             the document entitled 'Proposal for Company's 
                             Voluntary Arrangement' which accompanies this 
                             document

'Resolutions'                the resolutions to be proposed at the Special 
                             Meetings as set out in the notices of Special 
                             Meetings at the end of this document

'Shareholders'               holders of Existing Shares

'Shares'                     shares of common stock of no par value in West 175

'Special Meetings'           the special meetings of the Shareholders of West 
                             175 to be held on 1 June 2005

'Placing Fees'               the Company's fees and expenses incurred in 
                             connection with the Conditional Placing totalling 
                             £110,000 payable in cash and £56,250 payable in New 
                             West Shares

'Trade Creditors'            Creditors other than Loan Note Holders

'United States' or 'US'      the United States of America, its territories and
                             possessions and any state of the United States and 
                             the District of Columbia

'US Person'                  has the meaning provided in section 902(k) of 
                             Regulation S under the US Securities Act

'US Securities Act'          the United States Securities Act of 1933

'Warrants'                   warrants to subscribe for up to 25,661,112 Shares 
                             as described in paragraph 2 of Part 3 of this 
                             document

'West 175' or 'the Company'  West 175 Media Group, Inc.

'West UK'                    West 175 Media Limited



The Directors of the Company accept responsibility for the information contained
in this document. To the best of the knowledge and belief of the Directors (who
have taken all reasonable care to ensure that such is the case), the information
contained in this document is in accordance with the facts and does not omit
anything likely to affect the import of such information.

Numis Securities Limited, which is regulated by the Financial Services
Authority, is acting solely for West 175 Media Group Inc in connection with the
Conditional Placing, the admission of the New West Shares to AIM and the
restoration of dealings on AIM of the Existing Shares and not for any other
person and will not be responsible to any other person for providing the
protections afforded to customers of Numis Securities Limited or for providing
advice in relation to any of the matters referred to herein.

Ludgate Investments Limited, which is regulated by the Financial Services
Authority, is acting for West 175 Media Group Inc in connection with the matters
described in this announcement and not for any other person and will not be
responsible to any other person for providing the protections afforded to
customers of Ludgate Investments Limited or for providing advice in relation to
any of the matters referred to herein.




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