Fairfax Scheme Booklet Released

12 October 2018:
Fairfax Media Limited [ASX:FXJ] (“Fairfax” or “Company”) is pleased to announce that the Australian Securities & Investments Commission has registered the Scheme Booklet in relation to the proposed merger of Fairfax and Nine Entertainment Co. Holdings Limited [ASX:NEC] by way of scheme of arrangement (“Scheme”).

Earlier today the Federal Court of Australia approved the convening of a meeting of Fairfax shareholders (“Scheme Meeting”) to consider and vote on the Scheme, and approved the despatch of the Scheme Booklet to Fairfax shareholders. The Scheme Meeting will be followed by an Annual General Meeting of Fairfax shareholders. 

Scheme Booklet
The Scheme Booklet attached to this release sets out the information Fairfax shareholders require to evaluate the Scheme. A copy of the Scheme Booklet, which includes the Notice of Scheme Meeting and Notice of Annual General Meeting, will be despatched to Fairfax shareholders on or around 18 October 2018. The Scheme Booklet will also be available on the Fairfax website. 

Independent Expert opinion
The Fairfax Board appointed Grant Samuel & Associates (“Independent Expert”) to undertake an independent assessment of the Scheme. The Independent Expert has concluded that the Scheme is in the best interests of Fairfax shareholders in the absence of a superior proposal. A copy of the Independent Expert report is annexed to the Scheme Booklet. 

Board recommendation
In the absence of a superior proposal and subject to the Independent Expert maintaining its conclusion that the Scheme is in the best interests of Fairfax shareholders, each Fairfax Director: 

  • recommends that all Fairfax shareholders vote in favour of the Scheme; and 
  • intends to vote in favour of the Scheme in relation to the Fairfax shares in which they have an interest. 

Meeting details
The Scheme Meeting will be held at 10:00am (AEDT) on Monday 19 November 2018 at the Pitt Street Room, Ground Floor, Domain Offices, 55 Pyrmont Street, Pyrmont NSW 2009. The Annual General Meeting will be held immediately after the Scheme Meeting at 10:30am (AEDT) at the same venue. 

Fairfax shareholders are able to vote at the Scheme Meeting in person or by completing and returning a proxy form to the Fairfax share registry by 10:00am on Saturday 17 November 2018. Further details on how to vote on the Scheme are included in the Scheme Booklet. 

ACCC clearance
The ACCC is conducting a public informal review of the Scheme and has indicated that it expects to make a decision on whether to approve the Scheme on Thursday 8 November 2018. 

Further information
If Fairfax shareholders have any questions or require further information in relation to the Scheme or the Scheme Booklet, they should call the Shareholder Information Line on 1800 072 766 (callers within Australia) or +61 1800 072 766 (callers outside Australia) from Monday to Friday between 8:30am and 5:30pm (AEDT).