Issue of Fairfax shares relating to acquisition of MMP Holdings Pty Ltd

20 February 2015

Fairfax Media Limited [ASX:FXJ] (Fairfax) advises that it has today issued 68,519,821 ordinary shares to satisfy its obligations under the share purchase agreement in respect of Fairfax’s acquisition of 50% of MMP Holdings Pty Ltd (MMPH) from the foundation MMPH shareholders. 

Fairfax announced on 12 January 2015 that it had acquired 100% of the issued shares in MMPH for a combination of cash and Fairfax shares to be issued post release of the Fairfax half-year 2015 results. Prior to the transaction Fairfax held 50% of MMPH with the remaining 50% held by the foundation MMPH shareholders. 

Of the 68,519,821 ordinary shares issued today, 57,916,616 ordinary shares are subject to escrow arrangements and will be released from a holding lock as follows: 

a) 28,958,321 ordinary shares will be released from escrow on 1 July 2016; 

b) 9,652,765 ordinary shares will be released from escrow (either in whole or in part), at the earliest, on 1 January 2016; 

c) 9,652,765 ordinary shares will be released from escrow (either in whole or in part), at the earliest, on 1 January 2017; and 

d) 9,652,765 ordinary shares will be released from escrow (either in whole or in part), at the earliest, on 1 January 2018.

In accordance with ASX Listing Rules and the Corporations Act 2001, Fairfax provides the following documents: 

a) A notice under section 708A(5)(e) of the Corporations Act 2001 (Cleansing Statement) in relation to the issue today of 68,519,821 ordinary shares; and 

b) ASX Appendix 3B.