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Quebecor Acquires Special Warrants of Q/Media

Wednesday, November 28, 2001

Press release from the issuing company

MONTREAL--Nov. 27, 2001--Quebecor World Inc. today announced that Q/Media Services Corporation has redeemed 25,697,441 series A cumulative redeemable preferred shares of Q/Media owned by Quebecor World. The redemption price was paid in special warrants of Q/Media having an aggregate face value of CDN$14,509,307. The special warrants can be converted into common shares of Q/Media. The preferred shares of Q/Media were issued to a subsidiary of Quebecor World in 2000 upon conversion of a note and special warrants that were issued as partial consideration for the sale by Quebecor World of its North American CD replicating and fulfillment facilities to Vancouver-based Q/Media. All or a portion of the special warrants may be redeemed for cash at the option of Q/Media at any time prior to December 31, 2004. However, any redemption on or before December 31, 2003 may only occur with the prior written consent of Quebecor World. If none of the special warrants are redeemed before December 31, 2004, the special warrants will be automatically converted into 6,452,011 common shares of Q/Media, which represents 6,174,173 common shares issued at a conversion price of CDN$2.35 in relation to the par value of the special warrants plus an additional 277,838 common shares issued to pay dividends that will accrue during 2004 at the rate of 4.5% on the par value of the special warrants. Quebecor World presently owns 2,078,292 common shares of Q/Media, which represent 19.99% of the outstanding common shares of Q/Media. Following a conversion of all of the special warrants, the 6,452,011 common shares would represent 38.3% of the voting common shares of Q/Media and Quebecor World would own, in the aggregate, 50.64% of the voting common shares of Q/Media or approximately one third of Q/Media's voting common shares on a fully diluted basis. If some of the special warrants have been redeemed before December 31, 2004, the number of underlying common shares received on automatic conversion would be adjusted accordingly based on a conversion price of CDN$2.35. All or a portion of the special warrants may be converted into common shares at the option of Q/Media at any time after January 1, 2004. Any conversion of the special warrants into common shares prior to that date may only occur with the prior written consent of Quebecor World. In either case, the special warrants will be converted into common shares of Q/Media at a conversion price of CDN$2.35 and any accrued but unpaid dividends on the special warrants will be paid in common shares of Q/Media at the same conversion price. The special warrants can be transferred with the consent of Q/Media. However, no consent is required for a transfer to affiliates of Quebecor World. Aside from the common shares of Q/Media that would be issued upon any conversion of the special warrants, Quebecor World has no current intention to acquire additional common shares or other securities of Q/Media.

 

 

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