ACCC CONDITION TO OPTUS' TAKEOVER BID FOR UECOMM HAS BEEN SATISFIED

Optus today announced the Australian Competition and Consumer Commission (ACCC) had advised it does not propose to intervene in the proposed acquisition by Optus of all the shares in Uecomm.

This follows the receipt by Optus of a letter from the Australian Treasurer on 28 June 2004 stating that there are no objections to the Uecomm takeover under Australia's foreign acquisition and takeovers legislation.

"The receipt of ACCC and foreign investment approval means two key conditions of Optus' bid for Uecomm have been satisfied," Paul O'Sullivan, incoming Optus Chief Executive said.

"In light of these regulatory approvals, Optus has decided to waive all other conditions to the Offer, other than the 65 per cent minimum acceptance condition."

The ACCC and Foreign Investment Review Board (FIRB) approval follows the release of the independent expert report by Grant Samuel which concluded that the Optus Offer of $0.40 was both fair and reasonable. Grant Samuel valued Uecomm in the range of $0.36 to $0.44 per share.

Alinta, which holds 66 per cent of the shares in Uecomm, granted Optus options to acquire just less than 20 per cent of the shares in Uecomm under the terms of a pre-bid agreement dated 21 May 2004.

At the time of entering into the pre-bid agreement, Alinta stated its current intention was to accept Optus' Offer for its remaining 46 per cent shareholding (in the absence of a higher offer for its Uecomm interests) within two business days of Optus' Offer being declared free of all conditions, other than the 65 per cent minimum acceptance condition.

Uecomm's Independent Directors unanimously recommended that Uecomm shareholders accept the Optus Offer of $0.40 per share, in the absence of a superior proposal. Uecomm's Independent Directors also stated they believed there was a low likelihood of a superior proposal being made for Uecomm.

"Optus looks forward to successfully concluding its offer for Uecomm," Mr O'Sullivan said.

The Bidder's Statement and Target's Statement were sent to shareholders on 2 July 2004. The Offer is scheduled to close at 7.00pm Sydney time on 3 August 2004 (unless extended or withdrawn).

For more media information:
Melissa Favero
Optus Corporate Affairs
Tel: (02) 9342 5030