John Fairfax Holdings Limited
ACN 008 663 161

John Fairfax Holdings Limited today announced a plan to buy back approximately 10% of its capital currently held by Brierley Investments Limited ("BIL"), at a price of $3.10 per share.

The proposed selective buyback is subject to various regulatory requirements, including shareholder approval required under the Corporations Law and the Australian Stock Exchange Listing Rules. Under the terms of the agreement with BIL executed today, the buyback is also conditional on the sale by BIL of its remaining shareholding of approximately 14.4%. BIL has indicated its intention to place its shares at $3.10 per share to institutional and retail investors in a widely distributed offering through J.B. Were.

Documentation for the shareholders’ meeting, which will include an independent expert’s report, is expected to be despatched to shareholders early in the new year, with the meeting being held in February. PricewaterhouseCoopers has been retained as independent expert. The buyback cost of approximately $250 million will be funded from available cash and existing bank facilities.

In commenting on today’s announcement, Mr. Brian M. Powers, Chairman of Fairfax, said:

"The combination of the proposed 10% share buyback announced today and the planned sale by BIL of its remaining holding is a significant and positive step for the Company. The share buyback will increase our earnings per share and accordingly have a positive impact on shareholder value. The broader spread of ownership and increased liquidity of our stock resulting from BIL’s sale of its remaining interest are welcome developments."

Mr. Powers continued,

"BIL has been a supportive and active shareholder through the participation of Sir Roger Douglas and Jonathan Pinshaw on our Board. However, recent speculation surrounding the future of BIL’s stake in Fairfax has created a perceived instability in our share register and an overhang in the share market. The transactions announced today help remedy those concerns."

Fairfax Chief Executive, Mr. Fred Hilmer, also welcomed the move saying, "Stability of the share register will remove potential obstacles to management’s total concentration on the job at hand of building the businesses and managing the balance between revenue and costs. The transaction announced today, combined with our recent sales of non core assets, reinforces our focus on shareholder value and the quality of our mastheads."

10 December, 1998

For further information please contact:

Frederick G. Hilmer
Chief Executive

Telephone: (02) 9282.3815

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