Consolidation of Trading on NASDAQ Stock Market Intended to Simplify
Capital Structure and Enhance Liquidity for the Company’s Common Stock
21st Century Fox Stockholders to Vote on Delisting from the ASX at a
Special Meeting Expected in March or April 2014
Company will Facilitate Ability of Current CDI Holders to Remain
Stockholders through NASDAQ After Proposed Delisting
Company Website:
http://21cf.com
NEW YORK -- (Business Wire)
21st Century Fox (NASDAQ: FOX, FOXA; ASX: FOX, FOXLV) today announced
that its Board of Directors has authorized the Company to initiate the
process to pursue the removal of its full foreign listing on the
Australian Securities Exchange (ASX), subject to the approval of the
holders of the Company’s Class B Common Stock.
The Company will file today a preliminary proxy statement with the U.S.
Securities and Exchange Commission (SEC) for a special meeting of the
Company’s stockholders to approve the Company requesting the removal of
its listing from the ASX.
The ASX has provided in-principle advice to the Company indicating that
it would be likely to remove the Company’s listing from the ASX upon the
Company’s submission of a formal request, subject to the Company's
compliance with certain conditions including that holders of CHESS
Depositary Interests (CDIs) be sent certain information regarding the
proposed delisting.
The Company anticipates that the special meeting of stockholders will be
held in March or April 2014 and that, if approved by stockholders and
subsequently by the ASX, delisting from the ASX would occur
approximately one month thereafter.
Following the removal of the Company’s listing from the ASX, all of 21st
Century Fox’s Class A and Class B Common Stock would be listed solely on
the NASDAQ Global Select Market (NASDAQ). There would be no changes to
the Company’s operations, employees or business as a result of the
proposed delisting.
Following the proposed delisting, former ASX-listed stockholders would
have the ability to continue to own the Company’s Common Stock through
the NASDAQ stock listing. The Company has arranged for former ASX-listed
stockholders who become registered holders of the Company’s Common Stock
through NASDAQ to be able to use a Direct Registration System (DRS)
Sales Facility, which is further described below. The DRS Sales Facility
would enable those former ASX-listed stockholders to sell their shares
on NASDAQ and have the option of receiving proceeds in Australian
dollars. Former ASX-listed stockholders could also sell their shares or
buy shares through a licensed U.S. broker.
“Today’s announcement is part of our ongoing agenda to simplify the
operating and capital structure of our Company,” said Rupert Murdoch,
Chairman and CEO, 21st Century Fox. “Following the separation of our
businesses in June last year, 21st Century Fox has only limited
operations in Australia,and we believe that consolidating the
trading of our stock in the world’s largest equity market would provide
improved liquidity to the Company’s stockholders and greater
efficiencies for the Company.”
John Nallen, Chief Financial Officer, 21st Century Fox, added, “We value
our ASX-listed stockholders and are committed to assisting those who
wish to continue holding our stock in transitioning their holdings to
NASDAQ following the proposed delisting. Through the conversion of CDIs
into Common Stock, our ASX-listed stockholders can choose to retain
their investment in the Company via the NASDAQ exchange. For our
ASX-listed stockholders who are unable to hold or elect not to hold the
Company’s Common Stock via the NASDAQ exchange, we have put in place
alternatives to provide them with the time and flexibility to manage
their investment as part of the proposed delisting process.”
21st Century Fox believes that the removal of the Company’s listing on
the ASX would provide long-term benefits to the Company and its
stockholders by:
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Simplifying the Company’s capital structure as a result of reducing
the number of equity pools from four (reflecting the Class A Common
Stock and Class B Common Stock, as well as the CDIs that correspond to
such classes) to two;
-
Consolidating trading on one exchange, in the world’s largest equity
market, which the Company expects will lead to improved liquidity for
trading in the Company’s Common Stock, particularly the less actively
traded Class B Common Stock;
-
Providing a single securities regulatory regime for the Company which
will reduce the Company’s administrative burden and related costs of
reporting and compliance; and
-
Resulting in a likely reduction of the ownership of the Company’s
Class B Common Stock by non-U.S. stockholders, which, if reduced below
the 25% voting foreign ownership threshold under the rules and
regulations of the Federal Communications Commission, would enable the
Company to eliminate the suspension of voting rights of the Class B
Common Stock held by non-U.S. stockholders and restore full voting
rights to the Company’s non-U.S. stockholders.
Further details regarding the Company’s rationale for the proposed
delisting and related considerations and consequences will be included
in the preliminary proxy statement that will be filed by the Company
today and will be available on the SEC’s web site at www.sec.gov
and at http://investor.21cf.com/sec.cfm.
Approval of the Delisting
As more fully described below, the Company will only request the removal
of its listing from the ASX if two separate voting conditions are
satisfied:
-
As required by the Company’s charter, the proposal must be approved by
a majority of the outstanding shares of Class B Common Stock entitled
to vote, giving effect to the voting suspension over shares of Class B
Common Stock held by non-U.S. stockholders.
-
The Board has also determined to impose an additional voting condition
(as described below) which will permit all of the shares of Class B
Common Stock held by non-U.S. stockholders to be counted.
The Company will disclose these voting results after the special meeting
and, if both voting conditions are satisfied, will proceed as described
in the timeline below.
Although the ASX does not require stockholder approval for the Company
to request removal of its ASX listing, under the Company’s charter,
requesting removal of the listing from the ASX requires the affirmative
vote of a majority of the outstanding shares of Class B Common Stock
entitled to vote, giving effect to the voting suspension over shares of
Class B Common Stock held by non-U.S. stockholders. As of the
record date for the Company’s most recent meeting of stockholders, the
2013 Annual Meeting, there were 711,912,688 shares of Class B Common
Stock entitled to vote as a result of the 35% voting suspension. The
actual number of shares entitled to vote at the special meeting will be
included in the Company’s definitive proxy statement. While the Murdoch
Family Trust and K. Rupert Murdoch will be entitled to vote on this
matter, pursuant to a voting agreement entered into with the Company at
the time the suspension was first implemented, they will not vote their
shares of Class B Common Stock in excess of 39.4% of the shares of Class
B Common Stock that are entitled to vote.
In addition to this required approval, the Board has elected to further
condition the request for removal of the ASX listing on the affirmative
vote of a majority of the outstanding shares of Class B Common Stock
(currently 798,520,953), without giving effect to the voting suspension.
For purposes of this further condition, the Murdoch Family Trust and K.
Rupert Murdoch, like all other stockholders, will be entitled to provide
voting instructions with respect to all of their shares of Class B
Common Stock.
If the charter approval and further condition are satisfied, the Company
will formally request removal of its ASX listing. As noted above, the
ASX has provided in-principle advice to the Company indicating that it
would be likely to remove the Company's listing from the ASX upon the
Company’s submission of a formal request, subject to the Company's
compliance with certain conditions including that CDI holders be sent
information regarding the proposed delisting. However, there can be no
assurance that the removal of the Company’s listing from the ASX will
occur.
Expected Timeline
The Company expects that the proposed delisting process, including
stockholder and ASX approval, will take approximately three to four
months, affording stockholders sufficient time to manage their
investment choices ahead of the delisting event taking effect. At this
stage it is expected that the proposed delisting process will be
concluded in the second quarter of calendar year 2014. The following
table sets out an indicative timeline for the proposed delisting process
and is subject to change based upon the length of SEC review, if any, of
the Company’s preliminary proxy statement. The Company will provide
interim updates to this timeline as appropriate.
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Approximate Date |
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| Event |
January 2014
|
|
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File preliminary proxy statement with SEC.
|
|
February 2014
|
|
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File definitive proxy statement and mail notice of special meeting.
|
|
March/April 2014
|
|
|
Special meeting of stockholders.
|
|
Day after Special Meeting
|
|
|
File request for removal of the Company's full foreign listing with
the ASX and expected ASX approval of such request.
|
|
April/May 2014
|
|
|
Effective date of suspension in trading of CDIs on the ASX (the
"Suspension Date").
Note: Trading in CDIs on the ASX is permitted up to close
of trading on the Suspension Date. CDI holders will not be able to
trade their CDIs on the ASX after this date.
|
|
April/May 2014
|
|
|
Effective date of removal of the Company from the official list of
the ASX will occur a week after the Suspension Date (the
"Delisting Date").
Note: Following the Delisting Date, the Company's CDI
program will end and there will no longer be any CDIs on issue.
However, CHESS Depositary Nominees Pty Ltd (CDN) will continue to
hold Common Stock on behalf of former CDI holders.
CDI holders’ existing right to convert CDIs into the underlying
Common Stock listed on NASDAQ continues until the closing date of
the Voluntary Share Sale Facility.
|
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April/May 2014
|
|
|
Opening date of the Voluntary Share Sale Facility whereby each CDI
holder can elect to have the underlying shares of Common Stock sold
on NASDAQ on behalf of the CDI holder (as described below).
|
|
June/July 2014
|
|
|
Closing date of the Voluntary Share Sale Facility.
|
|
June/July 2014
|
|
|
Any remaining former CDI holders' beneficial interests in shares of
Company Common Stock will be automatically converted into registered
ownership interests in the Company's Common Stock.
|
|
|
| |
Options available to CDI holders
Holders of CHESS Depositary Interests (CDIs) that trade on the ASX will
have four options in respect of the proposed delisting of the Company
from the ASX (which investors should carefully consider before deciding
what to do with their CDIs). CDI holders should note that if they choose
to do nothing then Option 4 will apply. Further details regarding these
options will be described in the Company’s proxy statement.
|
| |
•
| | Option 1: Sale of CDIs on the ASX on or before the date that
the ASX suspends trading in CDIs prior to the proposed delisting. |
|
|
| |
CDI holders can sell their CDIs on the ASX at any time prior to the
close of trading on the Suspension Date by contacting their
stockbroker or financial adviser. CDI holders who elect to sell
their CDIs on the ASX prior to or on the Suspension Date will be
responsible for any costs associated with the sale of their CDIs
including any broker commission.
|
|
|
| |
After the Suspension Date, CDI holders will not be able to sell
their CDIs on the ASX.
|
|
|
•
| | Option 2: Voluntary conversion of CDIs into underlying
shares of Common Stock. |
|
|
| |
CDI holders have an existing right to convert their CDIs into the
underlying shares of Company Common Stock listed on NASDAQ, with
conversions occurring on a 1:1 basis.
|
|
|
| |
CDI holders can convert their CDIs into shares of Company Common
Stock at any time before the closing of the Voluntary Share Sale
Facility by contacting their broker in Australia or by submitting a
Register Removal Request form.
|
|
|
| |
There will be no fees for CDI holders who effect the conversion of
CDIs by submitting a Register Removal Request form. However, CDI
holders who use a broker to effect the conversion may be charged a
fee.
|
|
|
| |
CDI holders who elect to convert their CDIs into the Company’s
Common Stock by submitting a Register Removal Request (i.e. not via
their broker) will receive their shares in book-entry form in the
Direct Registration System (DRS) and be able to sell their shares at
a time of their choosing via the DRS Sales Facility described below.
|
|
|
•
| | Option 3: Participation in a Voluntary Share Sale Facility. |
|
|
| |
If CDI holders do not proceed with Option 1 or Option 2 and remain
registered as the holder of CDIs on the Delisting Date, they will be
able to sell the shares underlying their CDIs on NASDAQ through a
Company-appointed broker under a Voluntary Share Sale Facility to be
arranged by the Company. The Voluntary Share Sale Facility is
currently expected to be open for a 2-month period after the
Delisting Date. There will be no brokerage commission payable by CDI
holders who elect to sell their interest using the Voluntary Share
Sale Facility. The sale proceeds (less applicable taxes) will be
remitted to the participating CDI holders by the Company’s
Australian share registry (Computershare Investor Services Pty
Limited) in Australian dollars.
|
|
|
•
| | Option 4 (default option): No action – registered ownership
of shares automatically transferred to the former CDI holder after
end of Voluntary Share Sale Facility period. |
|
|
| |
If CDI holders do nothing (i.e., do not proceed with Option 1,
Option 2 or Option 3), then, within approximately five business days
following the closing date of the Voluntary Share Sale Facility,
their beneficial interests in shares of Company Common Stock will be
automatically converted into registered ownership interests in the
Company’s Common Stock in their names, with conversions on a 1:1
basis, which may be traded on NASDAQ. CDI holders whose CDIs are
automatically converted into the Company’s Common Stock will receive
their shares in book-entry form in the DRS and be able to sell their
shares at a time of their choosing via the DRS Sales Facility
described below.
|
| |
|
DRS Sales Facility
The Company has made arrangements to allow eligible former CDI holders
to sell their Common Stock under a facility (the “DRS Sales Facility”)
operated by Computershare Trust Company N.A., the transfer agent for the
Company. Former CDI holders will be eligible to use the DRS Sales
Facility if they become registered holders of the Company's Common Stock
and hold their shares in book-entry form through the Direct Registration
System (i.e. in their own names) under Option 2 or Option 4 described
above. Former CDI holders who elect to convert their CDIs into the
Company’s Common Stock via a broker under Option 2 will not be eligible
to use the DRS Sales Facility. The DRS Sales Facility will allow
eligible stockholders to execute, at their discretion, a sale of all or
part of their registered ownership interests in the Company’s Common
Stock listed on NASDAQ with the option of receiving proceeds in
Australian dollars. There will be fees associated with sales of Common
Stock using this facility, which will be required to be paid by
participants. Further details on DRS and the DRS Sales Facility will be
available in the Company’s proxy statement.
Further information on the matters described above will be available in
the preliminary proxy statement that will be filed today by 21st Century
Fox and will be available on the SEC’s website at www.sec.gov
and at http://investor.21cf.com/sec.cfm.
The Company will make additional information available prior to the
special meeting.
About 21st Century Fox
21st Century Fox is the world's premier portfolio of cable, broadcast,
film, pay TV and satellite assets spanning six continents across the
globe. Reaching nearly 1.5 billion subscribers in more than 100 local
languages every day, 21st Century Fox is home to a global portfolio of
cable and broadcasting networks and properties, including FOX, FX, FXX,
FXM, FS1, Fox News Channel, Fox Business Network, Fox Sports, Fox Sports
Network, National Geographic Channels, MundoFox, STAR, 28 local
television stations in the U.S. and more than 300 channels that comprise
Fox International Channels; film studio Twentieth Century Fox Film; and
television production studios Twentieth Century Fox Television and Shine
Group. The Company also provides premium content to millions of
subscribers through its pay-television services in Europe and Asia,
including Sky Deutschland, Sky Italia and its equity interests in BSkyB
and Tata Sky. For more information about 21st Century Fox, please visit www.21CF.com.
Cautionary Statement Concerning Forward-Looking Statements
This document contains certain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are based on assumptions and involve known and unknown risks,
uncertainties, and other factors, which may cause the actual results or
performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements or information. Where, in any
forward−looking statements, we express an expectation or belief as to
future results or events, such expectation or belief is based on the
current plans and expectations of our management and expressed in good
faith and believed to have a reasonable basis, but there can be no
assurance that the expectation or belief will result or be achieved or
accomplished. The "forward-looking statements" included in this document
are made only as of the date of this document and we do not have any
obligation to publicly update any "forward-looking statements" to
reflect subsequent events or circumstances, except as required by law or
regulation.
Participants in the Solicitation
The Company and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the stockholders of
21st Century Fox in connection with the proposal to approve the Company
making a request for removal of its full foreign listing from the ASX.
Information about the executive officers and directors of 21st Century
Fox and their ownership of 21st Century Fox common stock is set forth in
the Schedule 14A and preliminary proxy statement for 21st Century Fox's
special meeting, which will be filed with the Securities and Exchange
Commission on January 9, 2014.
Contacts:
21st Century Fox
Press:
Julie Henderson,
212-852-7070
jhenderson@21cf.com
or
Nathaniel
Brown, 212-852-7746
nbrown@21cf.com
or
In
Sydney
Dan Berger, +61-477-071-077
dberger@21cf.com
or
Investors:
Reed
Nolte, 212-852-7092
rnolte@21cf.com
or
Joe
Dorrego, 212-852-7856
jdorrego@21cf.com
Source: 21st Century Fox
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