Matav-Cable Systems Media Ltd.
Ticker: MATVY 42 Pinkas Street, North Industrial Area
Exchange: NASDAQ-National Market Netanya, Foreign 42134
Industry: Service 9729602160

Type of Shares:American Depositary Receipts Filing Date:5/17/96
U.S. Shares:2,700,000 Offer Date:6/12/96
Non-U.S. Shares:0 Filing Range:$18.50 - $20.50
Primary Shares:2,700,000 Offer Price:$18.50
Secondary Shares:0 Gross Spread:$1.20
Offering Amount: $52,650,000 Selling:$0.66
Expenses:$1,800,000 Reallowance:$0.10
Shares Out After:13,511,000

ManagerTierPhone
Merrill Lynch & Co.Lead Manager (212) 449-4600
Oppenheimer & Company, Inc.Co-manager (212) 667-7402
Smith Barney Inc.Co-manager (718) 921-8473

Auditor: Kesselman & Kesselman
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 3/31/96 3/31/96
Revenue:$79.67$21.29Assets:$172.08
Net Income:$6.54$2.58Liabilities:$129.38
EPS:$0.60$0.24Equity:$42.71

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is a leading operator and provider of broadband CATV services in Israel. As one of five CATV operators in Israel, the company operates in exclusive franchise areas which cover approximately 25% of Israel's households. As of March 31, 1996, the company provided CATV services to 25% of all CATV subscribers in Israel. The company has achieved consistent growth in subscribers, subscriber penetration, revenue and EBITDA. The company commenced serving subscribers in 1990. The total number of subscribers has grown from approximately 62,000 as of December 31, 1991 to approximately 229,000 as of March 31, 1996 and subscriber penetration has grown from approximately 51% to approximately 69% during the same period. Revenue has increased from NIS 41.3 million for the year ended December 31, 1991 to NIS 247.9 million for the year ended December 31, 1995 and to NIS 252.9 million for the twelve months ended March 31, 1996.

Use of Proceeds
The proceeds from the offering will be used to repay current maturities of its long term debt and all short term debt, working capital and for general corporate purposes, including the continued expansion of its cable network.

Last updated: 10/28/96

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