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Printmgr File MARKET ANNOUNCEMENT Supplemental Disclosure Information SYDNEY, 4 September 2014 – APN News & Media Limited [ASX, NZX: APN] is releasing to the market the attached “Supplemental Disclosure Information” document that includes information relating to its business, results of operations and financial condition, as well as risk factors that is being provided to prospective investors in the offering of the US$250 million aggregate principal amount of Senior Unsecured Notes (the “Notes”) as announced earlier today. This notice does not constitute an offer to sell, or the solicitation of any offer to buy, the Notes or any other securities. Any offer of the Notes will be made only by means of a private offering circular. The Notes are not being registered under the U.S. Securities Act of 1933 (the “Securities Act”), or the securities laws of Australia or any other jurisdiction. The Notes may not be offered or sold in the United States without registration under the Securities Act or an applicable exemption from such registration requirements. --END-- For further information: Peter Brookes, Citadel, +61 407 911 389 Helen McCombie, Citadel, +61 411 756 248 APN News & Media Limited ABN 95 008 637 643 Level 4, 100 William Street Sydney NSW 2011 Australia APN News & Media Limited Supplemental Disclosure Information September 3, 2014 TABLE OF CONTENTS CERTAIN DEFINITIONS...................... ii INDUSTRY OVERVIEW ...................... 67 CAUTIONARY STATEMENT REGARDING BUSINESS ................................. 78 FORWARD-LOOKING STATEMENTS......... iii MANAGEMENT ............................ 100 MARKET AND INDUSTRY DATA.............. iv PRINCIPAL SHAREHOLDERS ................. 106 FINANCIAL STATEMENT PRESENTATION ...... v RELATED PARTY TRANSACTIONS ............ 107 CURRENCY PRESENTATION AND EXCHANGE DESCRIPTION OF OTHER FINANCING RATES.................................. vii ARRANGEMENTS......................... 108 SUMMARY ................................ 1 INDEPENDENT AUDITORS ................... 111 SUMMARY HISTORICAL CONSOLIDATED ANNEX A—LIST OF SUBSIDIARY FINANCIAL INFORMATION ................ 11 GUARANTORS ........................... A-1 RISK FACTORS............................. 17 ANNEX B—UNAUDITED PRO FORMA USE OF PROCEEDS ......................... 31 FINANCIAL INFORMATION FOR POTENTIAL CAPITALIZATION........................... 32 NZ TRANSACTION ....................... B-1 SELECTED HISTORICAL CONSOLIDATED INDEX TO CONSOLIDATED FINANCIAL FINANCIAL INFORMATION ................ 33 STATEMENTS............................ F-1 OPERATING AND FINANCIAL REVIEW......... 36 i You should not assume that the information contained herein is accurate as of any date other than the date on the front cover of this supplemental disclosure information. This supplemental disclosure information does not constitute any offer to sell or a solicitation to buy any securities. CERTAIN DEFINITIONS In this supplemental disclosure information (the “Information”), references to: • the “Issuer” are to Biffin Pty. Limited; • the “Parent Guarantor” are to the Issuer’s parent company, APN News & Media Limited; • the “Subsidiary Guarantors” are to certain of the Parent Guarantor’s subsidiaries listed in Annex A to this Information; • the term “Note Guarantors” refer collectively to the Parent Guarantor and the Subsidiary Guarantors; • the terms “APN,” “the Group,” “we,” “us” or “our” refer interchangeably to the Parent Guarantor and its subsidiaries on a collective basis; • “Clear Channel” are to Clear Channel Communications, Inc. or direct or indirect subsidiaries of Clear Channel Communications, Inc.; • the term “Senior Secured Revolver” are to our A$630 million secured revolving multi-option credit facility described in the Section entitled “Description of Other Financing Arrangements”; • the term “Refinancing” mean, first, the early prepayment of the New Zealand bond (plus early prepayment fees), which will be prepaid with drawings under our existing facilities, and second, the repayment of all current and non-current interest-bearing liabilities (with the exception of certain unsecured current bank loans) with drawings under the Senior Secured Revolver and the cancellation of all available limits thereon; • the term “audience share” or “ratings share” are to estimates of the number of people who were listening to a particular radio station as a percentage of the total number of people who were listening to the radio within a particular timeframe; • the term “audience share on an aggregated basis” are to the audience share of Australian Radio Network’s radio network across Sydney, Melbourne, Brisbane and Adelaide, as calculated by a third party data provider by aggregating data from each of the first five GfK radio ratings surveys released in 2014 prior to the date of this Information; and • the term “Notes” and “offering of the Notes” means our proposed offering of US$250 million aggregate principal amount of Senior Unsecured Notes to be guaranteed by the Note Guarantors that we announced on September 3, 2013. Our fiscal year ends on December 31 of each year. In this Information, “fiscal 2013” means the twelve- month period ended December 31, 2013, and other fiscal years are referred to in a corresponding manner. The term “LTM Period ended June 30, 2014” means the twelve-month period ended June 30, 2014. The term “Financial Statements” means our audited consolidated annual financial statements for fiscal 2013, fiscal 2012 and fiscal 2011 that are included in this Information. The term “2014 Interim Financial Statements” means our unaudited interim condensed consolidated financial statements for the six months ended June 30, 2014 and the corresponding prior fiscal period that are included in this Information. ii CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Information includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Information and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, contracts, strategies and the industry in which APN operates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. APN believes that these risks and uncertainties include, but are not limited to, those listed below, as more fully described in the “Risk Factors” section of this Information. These factors include, among others: • industry conditions, including competition; • risks associated with economic conditions in Australia, New Zealand and Hong Kong; • our ability to implement our business strategies; • technological changes and innovations; • changing consumer preferences and the impact of the shift from traditional media formats to digital media choices; • fluctuations in operating costs; • the risk that our cost savings initiatives may not be entirely successful or that any cost savings and revenue achieved from those initiatives may not persist; • changes in labor conditions, including on-air talent, program hosts and management; • changes in interest rates; • fluctuations in exchange rates and currency values; • legislative or regulatory requirements; • the impact of our substantial indebtedness, including the effect of our leverage on our financial position and earnings; • our ability to generate sufficient cash from operations or other liquidity-generating transactions and our need to allocate significant amounts of our cash to make payments on our indebtedness, which in turn could reduce our financial flexibility and ability to fund other activities; • the outcome of pending and future disputes and litigation; • taxes; • shifts in population and other demographics; • access to capital markets and borrowed indebtedness; • the risk that we may not be able to integrate the operations of acquired businesses successfully or successfully complete divestiture transactions and achieve the expected price and value projected to be iii realized following completion of such transactions and that management time may be diverted as a result of these activities and business interruption may be greater than expected; and • other factors referred to in “Risk Factors” and elsewhere in this Information. Those factors should not be construed as exhaustive and should be read with the other cautionary statements in this Information. Other factors are discussed under “Operating and Financial Review.” Although APN bases these forward-looking statements on assumptions that APN believes are reasonable when made, APN cautions you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the outlook of the industry in which APN operates, may differ materially from those made in or suggested by the forward-looking
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