Dec 19 (Reuters) - Village Roadshow Ltd VRL.AX :
* RECEIVED A CONDITIONAL, NON-BINDING AND INDICATIVE PROPOSAL FROM PACIFIC EQUITY PARTNERS PTY LTD
* PROPOSAL TO BUY 100% OF ISSUED SHARE CAPITAL OF CO BY WAY OF SCHEME OF ARRANGEMENT AT INDICATIVE PRICE OF $3.90 PER ORDINARY SHARE
* CALL OPTION OVER ABOUT 19% OF CO'S ISSUED SHARES ENTERED INTO BETWEEN ASSOCIATE OF PEP & CO'S LARGEST SHAREHOLDER
* BOARD ADVISES SHAREHOLDERS TO TAKE NO ACTION IN RESPECT TO PROPOSAL
* PEP INDICATED WILLING TO OFFER FULL CASH CONSIDERATION OR A COMBINATION OF CASH AND SCRIP IN NEWLY INCORPORATED ACQUISITION ENTITY