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Scheme Booklet

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Scheme Booklet This is an important document and requires your immediate attention. It should be read in its entirety. If you are in doubt about what to do, you should consult your professional advisor without delay. SCHEME BOOKLET 20 April 2007 in relation to the proposed acquisition of APN News & MediA LiMited (ACN 008 637 643) by a consortium comprising Independent News & Media PLC, Providence Equity Partners and The Carlyle Group through the acquisition vehicle iNdePeNdeNt News & MediA (AustrALiA) LiMited (ACN 008 637 689) via a scheme of arrangement between APN News & Media Limited and its shareholders and a Scheme Meeting and a General Meeting of the holders of fully paid ordinary shares in APN News & Media Limited, each to be held on 25 May 2007 The Notices of Scheme Meeting and General Meeting are set out in Annexure E and Annexure F, respectively, of this Scheme Booklet. THE APN INDEPENDEnt COMMittEE UNANIMOUSLY RECOMMENDS THat YOU VOTE in FAVOur OF THE SCHEME. THE INDEPENDEnt EXPErt Has COncluDED THat THE SCHEME is Fair anD REasOnaBLE anD THEREFORE in THE BEst intEREst OF APN SHarEHOLDErs. Financial adviser Legal adviser If you have any questions or require further information, you can call the APN Information Line on 1800 830 977 (within Australia) and +61 2 8280 7492 (from outside Australia) during business hours. Important notices/disclaimers whAt is this doCuMeNt? Scheme Booklet has been prepared by INMAL the APN Independent Committee, INMAL, the This document provides APN Shareholders with and its directors and is the responsibility of Consortium Purchasers and the Consortium do INMAL. APN and its directors and officers do not give any undertaking to update or revise any Corporate directory details of two interdependent transactions: not assume any responsibility for the accuracy or such statements after the date of this Scheme (a) the scheme of arrangement between APN completeness of any such INMAL information. Booklet, to reflect any change in expectations and Scheme Participants; and INMAL has been solely responsible for preparing in relation thereto or any change in events, (b) the INMH Sale, which is the sale of all the the information contained in Sections 1.6, 1.11, conditions or circumstances on which any such shares in the holding company of INMAL. 3, 6, 7 and 12 of this Scheme Booklet and is statement is based. These two transactions are designed to give solely responsible for any statements regarding the members of the Consortium ownership of the intentions of INMAL, INM, the Consortium foreigN shArehoLders all of the APN Shares following implementation or their Associates. This Scheme Booklet is subject to Australian of the Scheme. Deloitte has prepared the Independent Expert’s disclosure requirements. Financial information in this Scheme Booklet has been prepared As discussed below, this Scheme Booklet is Report in relation to the Scheme contained in in accordance with AIFRS and is presented the explanatory statement for the scheme Section 8 of this Scheme Booklet and takes in abbreviated form and does not contain all of arrangement between APN and Scheme responsibility for that report. the disclosures that are usually provided in an Participants for the purposes of section 412(1) Blake Dawson Waldron has prepared the report annual report prepared in accordance with the of the Corporations Act. It is also provided to on the Australian taxation implications of the Corporations Act. Company Legal adviser meet the requirements of item 7, section 611 of Scheme for Scheme Participants in Section 9.1 the Corporations Act and applicable ASIC policy. of this Scheme Booklet and takes responsibility Australian disclosure requirements and AIFRS APN News & Media Limited Blake Dawson Waldron for that report. may be different from those applicable in other ABN 95 008 637 643 Grosvenor Place No iNvestMeNt AdviCe jurisdictions. Scheme Participants who are Simpson Grierson has prepared the report on subject to taxation outside of Australia should 225 George Street Other than the Independent Expert’s Report, the New Zealand taxation implications of the Registered office the information contained in this Scheme consult their tax advisor as to the applicable tax Sydney NSW 2000 Scheme for Scheme Participants in Section 9.2 consequences of the Scheme. Level 4 Booklet does not constitute financial product of this Scheme Booklet and takes responsibility advice and has been prepared without reference for that report. 100 William Street Financial adviser to your own investment objectives, financial PrivACy APN and INMAL may collect personal information Sydney NSW 2011 Grant Samuel Corporate Finance situation, taxation position and particular needs. forwArd-LookiNg stAteMeNts It is important that you read this Scheme Booklet in the process of implementing the Scheme. Pty Limited in its entirety before making any decision, This Scheme Booklet contains both historical and Such information may include the name, contact Telephone: +61 2 9333 4999 including a decision on how to vote on the forward-looking statements. All statements other details and shareholdings of APN Shareholders Facsimile: +61 2 9333 4000 Level 19 Resolution. If you are in any doubt in relation to than statements of historical fact are, or may be and the name of persons appointed by those Governor Macquarie Tower deemed to be, forward-looking statements. these matters, you should consult your financial, persons to act as a proxy, attorney or corporate Company Secretary legal, taxation or other professional advisor. All forward-looking statements in this Scheme representative at the Scheme Meeting and the 1 Farrer Place Booklet reflect the current expectations of General Meeting. The primary purpose of the Yvette Lamont Sydney NSW 2000 reguLAtory iNforMAtioN APN, the APN Independent Committee, INMAL, collection of personal information is to assist APN This Scheme Booklet is dated 20 April 2007 the Consortium Purchasers or the Consortium and INMAL to conduct the Scheme Meeting and Registry the General Meeting and implement the Scheme. Independent Expert and is the explanatory statement for the scheme as the context requires concerning future results Computershare Investor of arrangement between APN and Scheme and events and generally may be identified Personal information of the type described Deloitte Corporate Finance Participants for the purposes of section 412(1) by the use of forward-looking words such above may be disclosed to the Registry, print Services Pty Limited Pty Limited and mail service providers, authorised securities of the Corporations Act. A copy of the scheme as “believe”, “aim”, “expect”, “anticipate”, GPO Box 2975 Grosvenor Place of arrangement is included in this Scheme “intending”, “foreseeing”, “likely”, “should”, brokers and Related Bodies Corporate of APN Booklet as Annexure B. “planned”, “may”, “estimate”, “potential”, and INMAL. APN Shareholders have certain Melbourne VIC 3001 225 George Street or other similar words. Similarly, statements rights to access personal information that has A copy of this Scheme Booklet was lodged with that describe APN’s, the APN Independent been collected. APN Shareholders should Telephone (within Australia): Sydney NSW 2000 ASIC on 20 April 2007 for registration by ASIC Committee’s, INMAL’s, the Consortium contact the Registry in the first instance, if they under section 412(6) of the Corporations Act Purchasers’ or the Consortium’s objectives, wish to access their personal information. APN 1300 850 505 and will be registered by ASIC under that section plans, goals or expectations are or may be Shareholders who appoint a named person before it is sent to APN Shareholders. ASIC forward-looking statements. to act as their proxy, attorney or corporate Telephone (within New Zealand): has been requested to provide a statement, representative should ensure that they inform (09) 488 8777 in accordance with section 411(17)(b) of the These forward-looking statements involve that person of these matters. Corporations Act, that ASIC has no objection known and unknown risks, uncertainties and Telephone (outside Australia and to the Scheme. If ASIC provides that statement, other factors that may cause APN’s actual Date At whiCh iNforMAtioN is stAted then it will be produced to the Court at the results, performance or achievements following New Zealand): +61 3 9415 4095 Unless otherwise stated in this Scheme Booklet, Second Court Hearing Date. Neither ASIC implementation of the Scheme to differ materially the information contained in this Scheme nor any of its officers takes any responsibility from the anticipated results, performance or Facsimile: +61 3 9473 2500 Booklet is stated as at 17 April 2007. for the contents of this Scheme Booklet. achievements, expressed, projected or implied by these forward-looking statements. Web: www.computershare.com.au A copy of this Scheme Booklet has also been defiNed terMs provided to the ASX and the NZSE. None of The operations and financial performance Defined terms used in this Scheme Booklet the ASX, the NZSE or any of their respective of APN are subject to various risks that are are defined in the Glossary in Section 13 or officers takes any responsibility for the contents summarised in this Scheme Booklet and which elsewhere in this Scheme Booklet. of this Scheme Booklet. may be beyond the control of APN. As a result, APN’s actual results of operations and earnings CoMPetiNg trANsACtioN resPoNsibiLity stAteMeNt following implementation of the Scheme, as well as the actual advantages of the Scheme, may If a Competing Transaction for APN is publicly The information concerning APN and the differ significantly from those that are anticipated announced at any time between the date of this intentions, views and opinions of APN and its in respect of timing, amount or nature and may Scheme Booklet and the date of the Scheme directors contained in this Scheme Booklet has never be achieved. Meeting, APN has agreed to provide ASIC with been prepared by APN and its directors and is all information which is known to APN in relation the sole responsibility of APN.
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