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Scheme Book 3 COMMON This Scheme Booklet is important and requires your immediate attention. You should read this document in its entirety. If you are in any doubt as to how to deal with this document, please consult your financial, legal or other professional adviser. Media Group Scheme Booklet PART B For the scheme of arrangement between Seven Network Limited (ACN 052 816 789) and the holders of Seven Shares and TELYS3 in relation to the proposed merger of Seven Network Limited and WesTrac Holdings Pty Limited to form Seven Group Holdings Limited. THE INDEPENDENT SEVEN DIRECTORS UNANIMOUSLY RECOMMEND THAT SEVEN SHAREHOLDERS VOTE IN FAVOUR OF THE SHARE SCHEME, AND THAT TELYS3 HOLDERS VOTE IN FAVOUR OF THE TELYS3 SCHEME, IN THE ABSENCE OF A SUPERIOR PROPOSAL. The Independent Expert has concluded that the Share Scheme is fair and reasonable, and therefore in the best interests of Unrelated Seven Shareholders, and that the TELYS3 Scheme is fair and reasonable, and therefore in the best interests of TELYS3 Holders. If you have any questions about the Share Scheme or the TELYS3 Scheme, please call the Seven Network Limited Information Line on 1300 656 831 (from within Australia, for the cost of a local call) or +61 2 8986 9358 (from outside Australia). FINANCIAL ADVISERS LEGAL ADVISER Overview of this Scheme Booklet This Scheme Booklet is comprised of two separate parts: • this Part B, which is common to both Schemes and has been provided both to Seven Shareholders (in relation to the Share Scheme) and TELYS3 Holders (in relation to the TELYS3 Scheme); and • Part A (accompanying this Part B) which is specific to the Scheme that corresponds to the class of Seven securities (Seven Shares or TELYS3) that you hold and has only been provided to holders of that class of security. You should read both Part A (including the Important Notices on the first page of Part A) and Part B of this Scheme Booklet in their entirety before making a decision on whether or not to vote in favour of the relevant Scheme. If you are in any doubt as to what you should do, you should consult your financial, legal or other professional adviser before deciding whether or not to vote in favour of the Schemes. Table of contents 1 Information about Seven 3 2 Information about WesTrac Holdings 27 3 Information about SGH after implementation 65 of the Recommended Proposal 4 Implementation of the Recommended Proposal 83 5 Risk factors associated with the Recommended Proposal 97 6 Independent Expert’s Report 109 7 Investigating Accountant’s Report 365 8 Tax Letters 379 9 Additional information 395 10 Glossary 411 11 Scheme of Arrangement: Share Scheme 425 12 Scheme of Arrangement: TELYS3 Scheme 435 13 Deed Poll: Share Scheme 445 14 Deed Poll: TELYS3 Scheme 451 15 Appendix 1 457 Corporate directory 487 1 THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK 2 Seven Network Limited Scheme Booklet – Part B 1 INFORMATION ABOUT SEVEN Section 1 3 1.1 OVERVIEW OF SEVEN (A) INTRODUCTION Seven is one of Australia’s largest media holding companies. Seven owns interests in Australia’s largest commercial television network (by audience and advertising market share), Channel Seven; the second largest publisher of magazines in Australia, Pacific Magazines; and is creating a significant presence in online and new communications technologies. In addition, Seven owns a significant portfolio of investments in market leading listed and unlisted media and telecommunications businesses and holds significant cash reserves. Seven has a market capitalisation of approximately $1.5 billion as at 10 March 2010. Seven is headquartered in Sydney. Mr Kerry Stokes AC, through Wroxby and Ashblue Holdings (which are entities associated with Kerry Stokes), is the largest shareholder of Seven with a 48.7% interest in Seven Shares. (B) HISTORY OF SEVEN Since listing on the ASX in 1993, Seven has evolved from a free-to-air network to a multi-faceted, integrated media and entertainment company. Seven’s timeline of events is illustrated below: 2000 Sep-2007 Jul-2009 Seven broadcasts Sydney Acquires cornerstone stake in Wireless Acquires substantial Olympic Games Broadband Australia (formerly Unwired) shareholding in CMH 1956 1993 Jan-2006 Dec-2006 Jan-2008 VHF7 first ASX listing 50/50 joint venture Forms SMG joint Completes off market takeover broadcast formed with Yahoo! Inc. venture with KKR of Wireless Broadband Australia 1956 19911993 1995 2000 2001 2006 2007 2008 2009 2010 1995 Sep-2006 Aug-2008 Buys out its regional affiliate in Acquires 33.0% Strategic partnership formed Queensland, Sunshine Television stake in Engin between PRT and Yahoo!7 1991 2001 Oct-2006 Sep-2009 Several metropolitan networks Digital television introduced Acquires 14.9% Two Seven Directors invited to the CMH Board. bundled together to form Seven to Seven’s coverage strategic stake in WAN 12 month standstill agreement reached with CMH Source: Seven management. (C) RECENT STRATEGIC FOCUS Seven has focused on enhancing its presence in the creation and distribution of content across multiple delivery platforms. Recently, Seven has complemented its long standing strategic interests in broadcast television, newspapers publishing and magazines publishing with investments in PRT and WAN. At the same time it has been broadening its media offering with investments in high growth media distribution channels such as digital media and subscription television. The acquisition of Wireless Broadband Australia (at the time, Unwired Group Limited) provided Seven with content delivery infrastructure (wireless broadband) in Australia. Seven is well-placed to play a leading role in the development of media and communications in Australia. 4 Seven Network Limited Scheme Booklet – Part B (D) SEVEN GROUP STRUCTURE Set out below is an overview of the structure of Seven and its investments: ~47%22% 23% 11% 58% 100% Other assets Media Group 50% Other listed PREMIERMEDIA securities1 100%100% 50% 50% 100% Channel Cash and other unlisted assets2 Source: Seven management. Notes: 1 Shareholdings in various listed securities, none of which is a “substantial holding” for the purposes of the Corporations Act. 2 Property holdings (Flagship, Perth Entertaiment Centre, Perth Land) and property management services entities (Premier Capital Developments Pty Limited, REVY Investment Trust, Sydney Broadcast Property Trust). (E) SEVEN SECURITIES As at 10 March 2010, Seven had on issue: • 190,410,281 Seven Shares; • 6,875,000 unlisted executive options over unissued Seven Shares (with exercise prices between $7.00 and $11.00, and lapsing between 2010 and 2015); and • 4,963,640 TELYS3. (F) SUBSTANTIAL SHAREHOLDERS IN SEVEN Based on substantial holder notices given to Seven up to 10 March 2010, Seven had the following substantial shareholders: Holding Cumulative holding Shareholder (%) (%) KM Stokes (through Wroxby and Ashblue Holdings which are entities associated with Kerry Stokes) 48.8% 48.8% Ausbil Dexia Ltd 7.3% 56.1% IOOF Holdings Ltd 5.0% 61.1% Source: Seven substantial holding filings. Note: Holding may change as a result of the issue of 150,000 options on 10 March 2010. As at 7 September 2009, Seven had the following distribution of Seven Shareholders and TELYS3 Holders: Range Seven Shareholders TELYS3 Holders 1 – 1,000 5,400 10,812 1,001 – 5,000 3,951 466 5,001 – 10,000 411 35 10,001 – 100,000 211 17 100,001 and over 36 4 Total number of holders 10,009 11,334 Source: Seven Annual Report 2009. As at 10 March 2010, TELYS3 were widely held with no holders owning more than 4% of TELYS3 on issue. Section 1 5 (G) SEVEN SHARE PRICE PERFORMANCE The chart below depicts Seven’s share price performance over the past two years. Seven share price performance $14.00 Volume Price 6,000,000 $13.00 5,000,000 $12.00 $11.00 4,000,000 $10.00 3,000,000 A$ $9.00 Shares traded Shares $8.00 2,000,000 $7.00 1,000,000 $6.00 $5.00 0 19-Feb-08 19-Jun-08 20-Oct-08 18-Feb-09 19-Jun-09 20-Oct-09 18-Feb-10 Source: IRESS. The closing price of Seven Shares on the ASX was $7.99 on 10 March 2010. As at 10 March 2010: • The highest recorded closing price over the last two years was $10.01 on 25 March 2008. • The lowest recorded closing price over the last two years was $5.05 on 9 July 2009. • The one month VWAP was $7.37. • The three month VWAP was $7.05. • The six month VWAP was $6.61. Over the two year period ended 10 March 2010, the cumulative volume of Seven Shares traded was 148.1% of Seven’s outstanding share capital. Period 1 month 3 month 6 month 1 year 2 year Volume as % of outstanding share capital 6.1% 11.8% 32.5% 64.7% 148.1% 6 Seven Network Limited Scheme Booklet – Part B (H) CONTINUOUSLY DISCLOSING ENTITY Seven is a disclosing entity for the purposes of the Corporations Act and as such is subject to continuous reporting and disclosure obligations. Specifically, as an ASX-listed company, Seven is subject to the Listing Rules which require it (subject to certain exceptions) to notify the ASX immediately of any information of which it becomes aware concerning Seven that a reasonable person would expect to have a material effect on the price or value of its shares. The following table summarises key announcements made by Seven since 27 June 2009 (being the end of Seven’s last financial year). Date Announcement 10 March 2010 Appendix 3B – Issue of Seven Shares upon exercise of Options 25 February 2010 Change in substantial holding from ACE and related entities 22 February 2010 Investor presentation – Part 2 (Appendix) 22 February 2010 Investor presentation – Part 1 22 February 2010 Seven Network and WesTrac – Scheme
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