sev deal nearing the finish post.

Seven Network Limited (Seven) advises that following discussions between Australian Capital Equity Pty Ltd and its related parties (ACE), Seven, and its major shareholders, the Seven Independent Board Committee (IBC) has received from ACE, the owner of WesTrac Holdings Pty
Ltd (WesTrac Group), a deed poll in which ACE has agreed to stand behind WesTracs forecast EBITDA of approximately $231 million for the 2011 financial year.

In the event WesTracs 2011 EBITDA forecast is not met, ACE will cancel 15 million of the 115 million shares in Seven Group Holdings Limited (SGH) it is due to receive if the proposed Scheme is approved. If the 15 million shares are cancelled,ACEs interests in SGH would reduce from
approximately 67.9% to 66.2%.

The 15 million shares are worth approximately $130 million based on the $8.70 price at which SGH
shares are to be issued to ACE for WesTrac Group under the terms of the proposed Scheme.


Ausbil Dexia and Perennial Value, whose shares represent approximately 28.1% of non-ACE affiliated shareholders in Seven, have indicated that, in view of these developments, they will vote in favour of the proposed scheme.

Mr Paul Xiradis, the Chief Executive of Ausbil Dexia, said: We are pleased to have been able to negotiate a downside protection mechanism for the benefit of all Seven minority shareholders. The fact that ACE has agreed to put part of its consideration at risk has assisted us in reaching a decision to support the merger.
Notwithstanding this protection, we are confident that the quality and earnings leverage of the WesTrac business will deliver a great long term outcome for investors. In addition, and of particular importance to both Ausbil Dexia and our underlying clients, Seven has committed to the appointment of new independent directors, thus addressing well publicised governance concerns.

Mr John Murray, Managing Director of Perennial Value said, "Following many lengthy and frank discussions with ACE, we have been able to agree on a downside protection mechanism for minority shareholders. We had reservations on the terms in the absence of this ACE commitment, and we also
welcome the board renewal process.
"Capital preservation is always a key issue for Perennial Value and we now have much greater
comfort with the protection mechanism.

If WesTrac doesn't achieve the targeted profit level, then
ACE is out of pocket to the tune of $130m.