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8 December 2011 Company Announcements Office Australian

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8 December 2011 Company Announcements Office Australian 8 December 2011 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 regarding the release of its Scheme Booklet. Yours faithfully Deanne Weir Company Secretary 8 December 2011 Media Release Release of Scheme Booklet on the FOXTEL Proposal AUSTAR United Communications Limited (ASX: AUN) (AUSTAR) has today lodged with the ASX its Scheme Booklet relating to FOXTEL’s proposed acquisition of AUSTAR. The Scheme Booklet has been registered with the Australian Securities and Investments Commission and is expected to be dispatched to Shareholders by the 20th of December 2011. Subject to the receipt of approvals from the Australian Competition and Consumer Commission (ACCC) and the Foreign Investment Review Board (FIRB), both the Scheme Meeting and the follow‐on General Meeting will be held on the 17th of February 2012. If the ACCC and FIRB approvals have not been obtained by 3rd of February 2012, unless AUSTAR, Liberty Global and FOXTEL agree otherwise, AUSTAR will postpone the Scheme Meeting and General Meeting. ENDS Media Contacts: Rebecca Tabakoff Ilse Schache T + 61 (0)2 8298 6100 T + 61 (0)2 8298 6100 M +61 (0)419 229 878 M +61 (0)416 041 768 E [email protected] E ilse.schache@fticonsultingcom 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. AUSTAR United Communications Limited (ACN 087 695 707) This is an important document and requires your immediate attention. You should read it in its entirety before deciding whether or not to vote in favour of the Scheme and the Resolutions. If you are in any doubt about how to deal with this document, you should contact your broker or your financial, legal or other professional adviser immediately. If you have any queries about the Transaction, the Scheme or the Shareholder Meetings, please call the AUSTAR Shareholder Information Line on 1300 706 158 (within Australia) or on +61 3 9946 4459 (outside Australia). SCHEME BOOKLET This Scheme Booklet relates to the Transaction, including: 1 a scheme of arrangement between AUSTAR United Communications Limited and the Minority Shareholders which, if implemented, will result in the transfer of all the Scheme Shares to LGI Bidco Pty Limited, a wholly- owned Subsidiary of Liberty Global, Inc.; and 2 AUSTAR United Communications Limited incurring various obligations, granting security over its assets and taking certain other steps to facilitate implementation of the Transaction. The Independent Directors unanimously recommend that you vote in favour of the Scheme and each of the Resolutions, in the absence of a Superior Proposal and subject to the Independent Expert not varying adversely or withdrawing its conclusion that the Scheme is in the best interests of Minority Shareholders. 12384745.1 Draft scheme booklet page 1 Contents Letter from the Independent Directors of AUSTAR 6 Key dates 8 Scheme highlights 10 1 Frequently asked questions 12 2 Key reasons to vote in favour of or against the Scheme 25 3 Directors’ recommendation 29 4 Overview of the Transaction and the Scheme 31 5 The Shareholder Meetings and voting instructions 37 6 Implementation of the Transaction 48 7 Information about AUSTAR 53 8 Information about LGI 61 9 Information about FOXTEL 65 10 Tax considerations 71 11 Information relating to AUSTAR Directors 74 12 Additional information 79 13 Glossary 93 Annexure A 106 Independent Expert’s Report Annexure B 107 ASX announcements by AUSTAR since the 2010 Annual Report Annexure C 109 ASX announcements by AUSTAR since the 2010 Annual Report relating to the Transaction Annexure D 110 Implementation Deed Annexure E 111 Scheme of Arrangement Annexure F 112 Part A - Scheme Deed Poll (FOXTEL Funding) Part B - Scheme Deed Poll (Substitution Notice) Annexure G 114 Notice of Scheme Meeting Annexure H 119 Notice of General Meeting 12384745 Draft scheme booklet page 2 IMPORTANT NOTICES This Scheme Booklet contains important information This Scheme Booklet explains the terms of the Transaction, which comprises: (a) the proposed acquisition of all of the Scheme Shares by LGI Bidco, by way of a scheme of arrangement under Part 5.1 of the Corporations Act; (b) AUSTAR incurring certain obligations and granting security interests in relation to certain of its assets to FOXTEL Finco under the FOXTEL Funding Agreement and the AUSTAR Charge (or to LGI Bidco’s alternative financiers under the Substitute Funding Agreement and any Substitute Security) after the Effective Date which constitutes: 1 AUSTAR giving financial assistance to LGI Bidco and FOXTEL to acquire AUSTAR Shares, and to FOXTEL Bidco to acquire shares in Aus Bidco 1, a holding company of AUSTAR at the time of the acquisition, for the purposes of Part 2J.3 of the Corporations Act; and 2 AUSTAR giving a financial benefit to certain related parties of AUSTAR, being LGI Bidco, UGC Australia, LGI, FOXTEL, FOXTEL Finco, and FOXTEL Bidco, for the purposes of Chapter 2E of the Corporations Act; and (c) AUSTAR changing its status from a public company limited by shares into a proprietary company limited by shares under section 162 of the Corporations Act after Implementation of the Scheme. This Scheme Booklet also sets out the manner in which the Transaction will be considered and implemented (if certain Conditions Precedent, including approval by the requisite majorities of AUSTAR Shareholders and the Court, are satisfied or waived) and provides such information as is prescribed or is otherwise material to the decision of AUSTAR Shareholders whether or not to vote in favour of the Scheme and Resolutions. This Scheme Booklet constitutes an explanatory statement pursuant to section 412(1) of the Corporations Act in relation to the Scheme, section 260B(4) of the Corporations Act in relation to the giving of financial assistance by AUSTAR to LGI Bidco, and section 219(1) of the Corporations Act in relation to the giving of a financial benefit by AUSTAR to its related parties. You should read this booklet in its entirety before making a decision as to how to vote at the Shareholder Meetings. Defined terms A number of defined terms are used in this Scheme Booklet. These terms are capitalised and have their meanings set out in the Glossary in Section 13. Some of the documents reproduced in the Annexures to this Scheme Booklet have their own defined terms, which are in some cases different from those in the Glossary. All numbers are rounded unless otherwise indicated. The financial amounts in this Scheme Booklet are expressed in Australian currency unless otherwise stated. All times referred to in this Scheme Booklet are references to the time in Sydney, Australia, unless otherwise stated. Important notice associated with the Court order The fact that under subsection 411(1) of the Corporations Act, the Court has ordered that a meeting be convened and has approved the explanatory statement required to accompany the Notice of Scheme Meeting does not mean that the Court: (a) has formed any view as to the merits of the proposed Scheme or as to how Minority Shareholders should vote (on this matter Minority Shareholders must reach their own decision); or (b) has prepared, or is responsible for the content of, this Scheme Booklet. ASIC and ASX involvement A copy of this Scheme Booklet has been provided to ASIC for the purposes of sections 411(2)(b), 218(1) and 260B(5) of the Corporations Act. It has been registered by ASIC under section 412(6) of the Corporations Act. ASIC has been requested to provide a statement, in accordance with section 411(17)(b) of the Corporations Act, that ASIC has no objection to the Scheme. If ASIC provides that statement, it will be produced to the Court at the Second Court Hearing. Neither ASIC nor any of its officers takes any responsibility for the contents of this Scheme Booklet. A copy of this Scheme Booklet has been lodged with the ASX. Neither the ASX nor any of its officers take any responsibility for the contents of this Scheme Booklet. 12384745 Draft scheme booklet page 3 Responsibility for information AUSTAR has prepared, and is responsible for, the AUSTAR Information in this Scheme Booklet. AUSTAR is also responsible for any information contained in this Scheme Booklet obtained from AUSTAR’s public filings on the ASX regarding the AUSTAR Group contained in, or used in the preparation of, the FOXTEL Information or the LGI Information, but only to the extent that those filings are accurately reflected in the FOXTEL Information or the LGI Information (as applicable). None of AUSTAR, its Subsidiaries or their respective directors, officers, employees and advisers are responsible for the accuracy or completeness of any other part of this Scheme Booklet. None of FOXTEL, the FOXTEL Partners, LGI, their respective Subsidiaries or their respective directors, officers, employees or advisers assume any responsibility for the accuracy or completeness of the AUSTAR Information. FOXTEL has prepared, and is responsible for, the FOXTEL Information in this Scheme Booklet. None of FOXTEL, the FOXTEL Partners, their respective Subsidiaries or their respective directors, officers, employees or advisers are responsible for the accuracy or completeness of any other part of this Scheme Booklet.
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