The Boards of Lime Pictures and ALL3MEDIA are pleased to announce that they have agreed terms for the acquisition by ALL3MEDIA of Lime Pictures.

The Lime Pictures is an established and renowned producer of high quality television programmes. Founded by its Chairman, Phil Redmond, based in Liverpool in the North West of England, Lime Pictures has been run by Phil and Alexis Redmond for the past 23 years. It produces two of the country's most well known drama series, Hollyoaks, Channel 4's flagship drama serial for young people and Grange Hill, the BBC's most popular Children's drama. Lime Pictures was equally acclaimed for its 21-year long ground-breaking soap opera, Brookside.

As the largest independent UK producer of drama, Lime Pictures also has a strong track record of technical innovation. The Company has achieved "icon" status in the North West and Lime Pictures enjoys a deservedly high reputation as a "talent nursery," having developed both a highly productive team in the business today and an equally impressive alumni of writers, directors and cast who helped to build and create the Lime Pictures franchise over the years under the Redmond's joint leadership.

Lime Picture's award-winning Hollyoaks franchise is recognised and renowned for being the market leader in the highly valuable 16- to 24-year old audience category. It accounts for 11.6% of all 16-24 year-olds viewing C4, and is the No. 1 rated programme in this age group so far in 2005. As such, Hollyoaks is rated as a flagship programme for Channel Four. Given the importance of this relationship, the acquisition of Lime Pictures represents a key strategic move forward in the development of ALL3MEDIA.

In further recognition of the value of Hollyoaks, Channel Four has recently commissioned a new sophisticated, 15 x 60-minute drama series, its first new drama commission for E4 this autumn as part of their development strategy. The new drama will be an expansion of the hit soap, aimed at the 25- to 34-year-old category, and will develop the brand even further by featuring the stories of life beyond Hollyoaks.

In another important and separate development, the BBC has just signed a new three-year deal with Lime Pictures for Grange Hill, which represents its strongest children's TV brand and is the most popular UK produced children's programme on all channels amongst 13-15 year olds. Lime Pictures is proud to announce that Grange Hill will mark its 30th anniversary in 2007.

In 2002 the Redmonds began their succession plan by taking on an external financial partner LDC (Lloyds Development Capital) which proved an extremely fruitful and rewarding experience.

Looking forward to Lime Picture's future within the ALL3MEDIA Group, both boards are pleased to announce that Carolyn Reynolds, previously Controller of Drama, Granada (Manchester), and former executive producer of Coronation Street, will become Chief Executive of Lime Pictures working with its leadership team.

Carolyn's qualification for this important and strategic role is impeccable. Her track record with Coronation Street is held in high esteem throughout the industry. Her many other programme successes such as the ITV dramas Reckless and Blue Murder, as well as the award-winning At Home with the Braithwaites, make her the preferred choice to fill this demanding role.

Sean Marley, previously Managing Director of Emap's Radio City, and currently Lime Picture's Commercial Director, becomes the new Managing Director. Leading members of the management team stay on.

The acquisition represents a major achievement and a substantial step forward for ALL3MEDIA. Not only does it add Lime Picture's talent and franchise to its impressive array of businesses, but also it strengthens its position in drama to complement its leading brands in other genres and continues the momentum of growth that has become a hallmark of ALL3MEDIA.

ALL3MEDIA has, in just a few years, built a pre-eminent market position as Britain's leading independent production group. ALL3MEDIA is a Bridgepoint-backed company created in 2003 through a £45 million management buy-in led by Steve Morrison, Jules Burns and David Liddiment of the former Chrysalis TV Group. ALL3MEDIA as a combined group, following the acquisition of Lime Pictures, will have a turnover in the region of £205 million for 2005.

ALL3MEDIA's strategy has been, and continues to be, based on driving growth through the combination of organic development of its own talent, and by the acquisition of leading brands which fit with ALL3MEDIA's strategy, share its vision of the future, and see, in being part of ALL3MEDIA, the opportunity to take their businesses to new levels of achievement.

To date, ALL3MEDIA has created and brought together a talented group of 10 leading TV production (and film) companies, and it has its own programme and format distribution arm, ALL3MEDIA International. These companies contain some of the industry's most talented professionals in their respective genres working in the UK, Europe, Australasia and the US.

The Boards of Lime Pictures and ALL3MEDIA have determined that the acquisition consideration will not be disclosed by agreement of both parties. The Royal Bank of Scotland Corporate Banking Media team provided debt finance for ALL3MEDIA. Deloitte & Touche and DLA advised Lime Pictures on the transaction, and Longacre advised ALL3MEDIA. PricewaterhouseCoopers and Ernst & Young provided financial and tax due diligence for ALL3MEDIA, and Weil, Gotshal & Manges LLP acted as legal advisers.

Commenting, Phil Redmond, Chairman, Lime Pictures said:

"It has been public knowledge for some time that Alexis and I have been on a succession and exit route, having spent the past few years making sure that Lime Pictures Television was well placed to continue after our departure.

While it is always tempting to look back on what has been achieved, Alexis and I think it is important to look forward as we firmly believe that the Company is now in safe hands to continue to grow and prosper. We will still be attached to the new venture through both Grange Hill and as "the Indie of Choice" for anything we plan to do in the future.

Like Brookside, Hollyoaks and Grange Hill, no episode brings anything to a close, just opens up the next possibility. This is not the end of anything, but the beginning of a new chapter in the lives of Lime Pictures, Alexis and myself."

Steve Morrison, Chief Executive, ALL3MEDIA said:

"Having worked in the North West for 20 years I have always had the greatest admiration for the way the Redmonds have built up Lime Pictures into Britain's largest regional drama producer with some of Britain's best known programmes.

I am sure that Carolyn Reynolds and Sean Marley and the whole team will lead the company into its next era of growth. All3Media welcomes everyone in the Lime Pictures family to Britain's foremost Independent TV production group."
ENQUIRIES: Lime Pictures Phil Redmond Tel: 0151 722 9122 ALL3MEDIA Steve Morrison ALL3MEDIA Tel: 020 7554 1400 Richard Constant, Candace Carpenter Gavin Anderson & Company Tel: 020 7554 1400 Notes for Editors For more information about Lime Pictures see www.limepictures.com For more information about ALL3MEDIA see www.all3media.com