nine entertainment co. – prospectus a prospectus The Offer contained in this Prospectus is an invitation for you to apply for fully paid ordinary shares (“Shares”) in Nine Entertainment Co. Holdings Limited ABN 60 122 203 892 Sole Global Coordinator Joint Lead Managers and Joint Lead Manager important notices Offer Disclaimer and forward looking statements The Prospectus includes Forecast Financial Information The Offer contained in this Prospectus is an invitation No person is authorised to give any information or make based on the best estimate assumptions of the Directors. for you to apply for fully paid ordinary shares any representation in connection with the Offer which The Forecast Financial Information presented in this (Shares) in Nine Entertainment Co. Holdings Limited is not contained in this Prospectus. Any information or Prospectus is unaudited. The basis of preparation and ABN 60 122 203 892 (NEC or Company). This Prospectus representation not so contained may not be relied on as presentation of the Forecast Financial Information, to the is issued by the Company and NEC SaleCo Pty Limited having been authorised by the Company’s or SaleCo’s extent applicable, is consistent with the basis of preparation ACN 166 188 638 (SaleCo). directors or any other person in connection with the Offer. and presentation for the Historical Financial Information You should rely only on information in this Prospectus. with the exception of the information presented for Nine Lodgement and Listing Except as required by law, and only to the extent so Digital for the historical periods, which has not been This Prospectus is dated 8 November 2013 and was lodged required, neither the Company nor any other person adjusted on a similar basis to the Pro Forma Forecast Result with ASIC on that date. It is a replacement prospectus warrants or guarantees the future performance of the and Pro Forma Forecast Cash Flows (in relation to expected which replaces the prospectus dated 4 November 2013 and Company, or any return on any investment made pursuant changes to business arrangements with Microsoft, certain lodged with ASIC on that date (Original Prospectus). to this Prospectus. of which only become effective on 1 July 2014) for the reasons discussed in Sections 4.2.1 and 4.3.2. The replacement Prospectus differs from the Original This Prospectus contains forward looking statements which Prospectus. Section 1.4 now also includes disclosure of the are statements that may be identified by words such as The Financial Information is presented in an abbreviated risk in Section 5.2.2; Sections 1.7, 7.4.3 and 7.4.3 include ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘expects’, ‘intends’ and form insofar as it does not include all of the presentation additional disclosure about the Final Price and allocations other similar words that involve risks and uncertainties. and disclosures required by Australian Accounting of Shares being determined after close of the Offer; Section The Forecast Financial Information is an example of Standards and other mandatory professional reporting 3.6 includes additional disclosure about the potential forward looking statements. These statements are based requirements applicable to general purpose financial implications of a change to certain regulations of the FTA on an assessment of present economic and operating reports prepared in accordance with the Corporations Act. TV industry; and Section 5.2.5 includes additional risk conditions and on a number of best estimate assumptions The financial information in this Prospectus should be read disclosure concerning dilution. In addition, the replacement regarding future events and actions that, at the Original in conjunction with, and is qualified by reference to, the Prospectus reflects that NEC has applied to ASX for its Prospectus Date, are expected to take place (including the information contained in Sections 4 and 5. ticker code to be “NEC” instead of “NNE”. The lodgement key assumptions set out in Section 4). of a replacement prospectus has also required certain Obtaining a copy of this Prospectus The Company has no intention to update or revise forward references to the “Prospectus Date” to be amended to refer A hard copy of the Prospectus is available free of charge looking statements, or to publish prospective financial to the “Original Prospectus Date” and to reflect the fact an during the Offer Period to any person in Australia information in the future, regardless of whether new application has been lodged to ASX for admission of NEC to by calling the Nine Entertainment IPO Information information, future events or any other factors affect the the Official List and for quotation of its Shares on the ASX. Line on 1800 128 092 (toll free within Australia) or information contained in this Prospectus, other than to the +61 1800 128 092 (outside Australia) (if you are eligible NEC has applied to the ASX for admission of the Company extent required by law. to the Official List and quotation of its Shares on the ASX to participate in the Offer and are calling from outside (Listing). Neither ASIC nor the ASX takes any responsibility Such forward looking statements are not guarantees of Australia) between 8.30am and 5.30pm (Sydney Time), for the content of this Prospectus or for the merits of the future performance and involve known and unknown risks, Monday to Friday. uncertainties, assumptions and other important factors, investment to which this Prospectus relates. This Prospectus is also available in electronic form to many of which are beyond the control of the Company, the Australian residents on the Company’s offer website, Expiry Date directors of the Company and SaleCo and management. www.nineentertainmentshareoffer.com. The Offer Forward looking statements should therefore be read No Shares will be issued or sold on the basis of this constituted by this Prospectus in electronic form is in conjunction with, and are qualified by reference to, Prospectus after the Expiry Date, being 13 months after available only to Australian residents accessing the website Sections 4 and 5, and other information in this Prospectus. 4 November 2013. within Australia. Hard copy and electronic versions of The Company cannot and does not give any assurance this Prospectus are not available to persons in other Note to Applicants that the results, performance or achievements expressed jurisdictions, including the United States. The information contained in this Prospectus is not or implied by the forward looking statements contained financial product advice and does not take into account in this Prospectus will actually occur and investors are Persons who access the electronic version of this the investment objectives, financial situation and cautioned not to place undue reliance on these forward Prospectus should ensure that they download and read particular needs (including financial and tax issues) of looking statements. the entire Prospectus. Persons who have received a copy of any prospective investor. this Prospectus in its electronic form may, during the Offer This Prospectus, including the industry overview in Period, obtain a hard copy of the Prospectus by calling the It is important that you read this Prospectus carefully and Section 2, uses market data, industry forecasts and Nine Entertainment IPO Information Line on 1800 128 092 in its entirety before deciding whether to invest in the projections. The Company has obtained significant (toll free within Australia) or +61 1800 128 092 (outside Company. In particular, in considering the prospects of portions of this information from market research prepared Australia) between 8.30am and 5.30pm (Sydney Time), the Company, you should consider the risk factors that by third parties. There is no assurance that any of the Monday to Friday. could affect the performance of the Company. You should forecasts contained in the reports, surveys and research of carefully consider these risks in light of your investment such third parties that are referred to in this Prospectus will Applications for Shares may only be made on the objectives, financial situation and particular needs be achieved. The Company has not independently verified Application Form attached to, or accompanying, this (including financial and tax issues) and seek professional this information. Estimates involve risks and uncertainties Prospectus in its hard copy form, or in its soft copy guidance from your stockbroker, solicitor, accountant, and are subject to change based on various factors, form which must be downloaded in its entirety from financial adviser or other independent professional including those discussed in the risk factors in Section 5. www.nineentertainmentshareoffer.com, together with adviser before deciding whether to invest in the Shares. an electronic copy of this Prospectus. By making an Nielsen information reflects estimates of market Some of the key risk factors that should be considered Application, you declare that you were given access to conditions based on samples, and is prepared primarily by prospective investors are set out in Sections 1.4 and 5. the Prospectus, together with an Application Form. The as a marketing research tool for consumer packaged There may be risk factors in addition to these that should Corporations Act prohibits any person from passing the goods manufacturers and others in the consumer goods be considered in light of your personal circumstances. Application Form on to another person unless it is attached industry. This information should not be viewed as a basis to, or accompanied by, this Prospectus in its paper copy You should also consider the best estimate assumptions for investments and references to Nielsen should not be form or the complete and unaltered electronic version of underlying the Forecast Financial Information set out in considered as Nielsen’s opinion as to the value of any this Prospectus. Refer to Section 7 for further information. Section 4.8.1 and 4.8.2 and the risk factors that could affect security or the advisability of investing in the Company.