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Tuesday, July 26, 2005

Matav-Cable Systems Media Ltd: Execution of Restructuring Agreement Concerning Barak

Matav-Cable Systems Media Ltd: Execution of Restructuring Agreement Concerning Barak

NETANYA, Israel, July 26/PRNewswire-FirstCall/ -- Matav-Cable Systems Media Ltd. (Nasdaq: MATV & TASE: MATV) announced today, that Barak I.T.C. (1995) - The International Telecommunications Services Corp. Ltd. ("Barak") has published a press release, in which it announced that Barak, Clal Industries and Investments Ltd. ("Clal"), Clalcom Ltd. (a subsidiary (72%) of Clal) ("Clalcom") and most of the holders of Senior Subordinated Discount Notes due 2007 of Barak, have entered into a Restructuring Agreement concerning an implementation of the Plan under section 350 of the Israeli Companies law, for the reconstruction of the share capital and debt of Barak (the "Restructuring Agreement"). Clal announced that Clal and Clalcom, together, have to invest in Barak a total amount of US$26 million. Matav has to invest in Barak an amount of approximately US$6 million. Immediately following the closing of the said Restructuring Agreement Matav shall hold 18.5% of the issued share capital of Barak.

The closing of the Restructuring Agreement is subject to certain conditions precedent and therefore there is no assurance that the Restructuring Agreement shall be consummated and closed, or, if it is affected and closed, the timing and the terms on which it would occur.

This press release is for informational purposes only, and is not an offer to buy or the solicitation of an offer to sell any securities of the company.

About Matav:

Matav is one of Israel's three cable television providers, serving roughly 25 percent of the population. Matav's current investments include 1.2 percent of Partner Communications Ltd., a GSM mobile phone company and 10 percent of Barak I.T.C. (1995) Ltd., one of the three international telephony providers in Israel.

This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements that are based on various assumptions (some of which are beyond Matav's control) may be identified by the use of forward-looking terminology, such as "may", "can be", "will", "expects", "anticipates", "intends", "believes", "projects", "potential", "are optimistic", "view" and similar words and phrases. Actual results could differ materially from those set forth in forward-looking statements due to a variety of factors, including but not limited to (1) changes in technology and market requirements, (2) decline in demand for the company's products, (3) inability to timely develop and introduce new technologies, products and applications, (4) loss of market share and pressure on pricing resulting from competition, (5) uncertainty as to the completion of acquisition of new businesses or operations and integration thereof with Matav's business, and (6) the other risk factors detailed in Matav's most recent annual report and other filings with the US Securities and Exchange Commission. Matav undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Contacts:

Ori Gur Arieh, Counsel Matav-Cable Systems Media Ltd. Tel.: +972-9-860-2261 Ayelet Shiloni Integrated Investor Relations Tel.:+1-866-447-8633 Tel:+972-506883-336 ayelet@integratedir.com.

Source: Matav - Cable Systems Media Ltd.

Contacts: Ori Gur Arieh, Counsel, Matav-Cable Systems Media Ltd., Tel.: +972-9-860-2261, Ayelet Shiloni, Integrated Investor Relations, Tel.:+1-866-447-8633, Tel:+972-506883-336, ayelet@integratedir.com

------- Profile: Ent

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