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TELSTRA GROUP LIMITED — M&A Activity 2012
Mar 27, 2012
65927_rns_2012-03-27_b2c6f383-c6ad-4f4d-b4e6-e1c14d04702f.pdf
M&A Activity
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28 March 2012
Company Announcements Office Australian Securities Exchange Limited Exchange Centre 20 Bridge Street Sydney NSW 2000
Dear Sir or Madam
AUSTAR UNITED COMMUNICATIONS LIMITED (ASX: AUN):
Please find attached an announcement from AUSTAR confirming a revised Second Court Hearing date.
Yours faithfully
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Deanne Weir Company Secretary
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Media Release
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28 March 2012
AUSTAR confirms revised Second Court Hearing Date
AUSTAR United Communications (ASX: AUN) ( AUSTAR ) advises that it has received Court approval for the Second Court Hearing, which was previously listed for 5 April 2012, to be re‐ scheduled to 13 April 2012.
AUSTAR confirms that the Shareholder Meetings will be held on 30 March 2012 as planned.
A revised Indicative Timetable is attached to this release. Please note that the timing of the Transaction, and the Transaction itself, remain subject to a number of conditions, including approval from the Australian Competition and Consumer Commission ( ACCC ), which has not yet been received and may not be received by the time of the Shareholder Meetings. AUSTAR, LGI and FOXTEL have agreed that the Shareholder Meetings should nevertheless proceed.
While AUSTAR remains optimistic of a positive outcome, by proceeding with the Shareholder Meetings on 30 March, AUSTAR makes no representations that ACCC approval will either be granted or be granted in time to enable the Transaction to proceed. The Second Court Hearing will not take place unless ACCC approval is granted in sufficient time to enable funding draw down, the establishment of the escrow account and other formal matters prior to that hearing. The change in the indicative timetable does not affect the current 17 April 2012 End Date under the Implementation Deed.
If shareholders have questions in relation to the Transaction they may call the AUSTAR Shareholder Information Line 1300 706 158 (within Australia) or on +61 3 9946 4459(outside Australia) Monday to Friday between 9:00am and 5:00pm (Sydney time) or contact their legal, financial, taxation or other professional adviser. Information is also available through AUSTAR’s website, www.austarunited.com.au.
ENDS
Media Contacts:
Deanne Weir Rebecca Tabakoff M 0402 865 300 M 0419 229 878 E [email protected] E [email protected]
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Austar United Communications (AUSTAR)
www.austarunited.com.au
AUSTAR (Australian Stock Exchange “AUN”) is a leading provider of subscription television services in regional and rural Australia, with more than 750,000 customers enjoying satellite digital television services. AUSTAR is also a significant provider of programming in the Australian television market through its 50% owned joint venture, XYZnetworks, which owns and/or distributes Nickelodeon, Nick Jr, Discovery Channel, Channel [V], [V]Hits, MAX, Arena, The Lifestyle Channel, Lifestyle Food, LifeStyle You, Country Music Channel and The Weather Channel. Liberty Global, Inc., the largest international broadband cable operator in terms of subscribers, holds an indirect controlling stake in AUSTAR.
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INDICATIVE TIMETABLE
Latest time and date for receipt of proxy forms or powers of attorney by the AUSTAR Registry for the Shareholder Meetings
3:15pm on 28 March 2012
Time and date for determining eligibility to vote at the Scheme Meeting and the General Meeting
7:00pm on 28 March 2012
Scheme Meeting (to be held at AGL Theatre, Museum of Sydney, 37 Phillip Street, Sydney NSW 2000)
3:00pm on 30 March 2012
General Meeting (to be held at AGL Theatre, Museum of Sydney, 37 Phillip Street, Sydney NSW 2000)
3:15pm on 30 March 2012 (or as soon after that time as the Scheme Meeting is concluded or adjourned)
If the Scheme is approved at the Scheme Meeting, the Resolutions are passed at the General Meeting and ACCC approval received
Second Court Date (for approval of the Scheme)
Effective Date
Last day of trading in AUSTAR Shares on the ASX – AUSTAR Shares suspended from trading on the ASX from close of trading.
13 April 2012 16 April 2012 16 April 2012
Record Date (for determining entitlements to Scheme Consideration)
7:00pm on 23 April 2012
Implementation Date – despatch of Scheme Consideration to 26 April 2012 Scheme Shareholders and transfer of Scheme Shares to LGI Bidco
AUSTAR delists from the ASX
AUSTAR delists from the ASX 27 April 2012 Completion of the FOXTEL Acquisition – transfer of LGI’s Expected to be the end of interests in AUSTAR to the FOXTEL Group May 2012
The dates in the above timetable are indicative only and are subject to change. Any changes will be published on AUSTAR’s website at www.austarunited.com.au and, while AUSTAR remains listed, announced to the ASX.