Mecom Och-Ziff (part 1)

Mecom Group Announces $100 million Co-Investment Agreement


LONDON, ENGLAND May 13, 2005 – The Directors of Mecom Group plc ("Mecom") are pleased to announce that they have entered into a $100 million co‑investment agreement (the "Agreement") with OZ Europe Master Fund, Ltd and OZ Master Fund, Ltd (together "Och‑Ziff").

      The Agreement is the first of a series of arrangements (referred to as the Pledge Vehicle in Mecom's Admission Document dated 18th March 2005) which Mecom is seeking to put in place with a number of substantial financial institutions to provide Mecom with greater financial flexibility to carry out its strategy of investing in underperforming media assets.

      Under the terms of the Agreement, Mecom will for a period of three years present co‑investment opportunities to Och‑Ziff on a case by case basis and Och‑Ziff will be invited, but not obliged to co‑invest with Mecom.  Mecom has undertaken to invest a proportion of its own funds in the opportunities presented. Och‑Ziff has allocated up to $100 million for these purposes, with this amount capable of being increased under certain circumstances.

      In return, Och‑Ziff has entered into a profit sharing arrangement with Mecom.  The Agreement also provides, inter alia, for the subscription by Och‑Ziff of $2 million for new Mecom ordinary shares in two equal installments, the first no later than 27th May 2005 and the second 6 months thereafter.

      Mecom expects that a limited number of further institutions will enter into agreements on substantially similar terms to the Agreement and that a further announcement will be made in due course.

      Compass Advisers Limited has acted as financial adviser to Mecom in negotiating the Agreement.