Scheme Booklet
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Scheme Booklet 7 September 2007 Your Directors unanimously recommend that you VOTE IN FAVOUR of the Schemes in the absence of a Superior Proposal. In relation to the proposed acquisition of Southern Cross Broadcasting (Australia) Limited (ABN 86 006 186 974) by Macquarie Media Group through the acquisition vehicle Regional Media No.2 Pty Limited (ACN 124 720 289) (Share Scheme). And in relation to the proposed cancellation of Southern Cross Broadcasting Options (Option Scheme). Each Director intends to vote the Southern Cross Broadcasting Shares over which he or she has voting control in favour of the Share Scheme in the absence of a Superior Proposal. The Independent Expert has concluded that the Share Scheme Payment is fair and reasonable and that the Share Scheme is therefore in the best interests of Shareholders. The Independent Expert has also concluded that the Option Scheme is in the best interests of Option Holders. For personal use only Financial Adviser Legal Adviser This is an important document and requires your immediate attention. It should be read in its entirety. If you are in doubt as to what you should do, you should consult your legal, investment or other professional adviser. If you have any queries about the Schemes or the Scheme Meetings, please call the Shareholder Information Line on 1800 127 953 (within Australia) or +61 2 8280 7720 (outside Australia). Important notices and disclaimers Read this document carefully independent financial, tax and other professional advice before This document is important. You should carefully read this making any investment decision. document in its entirety before making a decision as to how to Forward looking statements vote on the resolutions to be considered at the Meetings. If you Certain statements in this Scheme Booklet are about the future. are in doubt as to what you should do, you should consult your You should be aware that there are a number of risks (both legal, financial or other professional adviser. known and unknown), uncertainties, assumptions and other Responsibility statement important factors that could cause the actual conduct, results, The SCB Information has been prepared by SCB and is the performance or achievements of SCB to be materially different responsibility of SCB. MMG, RM2, Fairfax Media and their from the future conduct, results, performance or achievements directors, officers and advisers, and the advisers of SCB, do not expressed or implied by such statements or that could cause assume any responsibility for the accuracy or completeness of the future conduct to be materially different from historical the SCB Information. conduct. Deviations as to future conduct, results, performance and achievements are both normal and to be expected. The MMG Information has been prepared by MMG and RM2 and is the responsibility of MMG and RM2. SCB, Fairfax Media None of SCB, RM2, MMG or Fairfax Media, their directors, and their directors, officers and advisers, and the advisers of officers and advisers, or any other person gives any MMG and RM2, do not assume any responsibility for the representation, assurance or guarantee that the occurrence of accuracy or completeness of the MMG Information. the events expressed or implied in any forward looking statements in this Scheme Booklet will actually occur. You are The Fairfax Media Information has been prepared by Fairfax cautioned about relying on any such forward looking statements. Media and is the responsibility of Fairfax Media. SCB, MMG, RM2 and their directors, officers and advisers, and the advisers The forward looking statements in this Scheme Booklet reflect of Fairfax Media, do not assume any responsibility for the views held only as of the date of this Scheme Booklet. Subject accuracy or completeness of the Fairfax Media Information. to the Corporations Act and any other applicable laws or regulations, SCB, RM2, MMG and Fairfax Media disclaim any Except as set out below, SCB, MMG, RM2, Fairfax Media and duty to update these statements other than with respect to their respective directors, officers and advisers (other than information that they become aware of prior to the Scheme Corrs Chambers Westgarth) do not assume any responsibility Meetings which is material to the making of a decision for the accuracy or completeness of the Share Scheme Tax regarding whether or not to vote in favour of the Schemes. Opinion. SCB does, however, assume responsibility for the accuracy and completeness of the Share Scheme Tax Opinion Defined terms and interpretation to the extent that the opinions rely upon information given to Capitalised terms used in this Scheme Booklet are defined in Corrs Chambers Westgarth by SCB. the Glossary of Terms. The Glossary of Terms also sets out some rules of interpretation which apply to this Scheme Booklet. Role of ASIC A copy of this Scheme Booklet has been given to ASIC Privacy and personal information pursuant to section 411(2) of the Corporations Act. ASIC has SCB, RM2 and MMG need to collect personal information to been requested to provide a statement, in accordance with implement the Schemes. The personal information may include section 411(17)(b) of the Corporations Act, in respect of each of the names, contact details and details of holdings of the Schemes, that ASIC has no objection to the Schemes. If Shareholders and Option Holders, together with contact details ASIC provides the statements then those statements will be of individuals appointed as proxies, representatives of bodies produced to the Court at the time of the Second Court Date. corporate or attorneys at the Scheme Meetings. The collection Neither ASIC nor any of its officers takes any responsibility for of some of this information is required or authorised by the the contents of this Scheme Booklet. Corporations Act. Court process Shareholders and Option Holders who are individuals, and The Supreme Court of Victoria Rules provide a procedure for other individuals in respect of whom personal information is Shareholders or Option Holders (as the case may be) to oppose collected, have certain rights to access the personal information the approval by the Court of the Schemes or to otherwise make collected about them. Shareholders may contact the Share representations to the Court in relation to the Schemes. If you Registry if they wish to exercise those rights. Option Holders wish to appear at the hearing before the Court that will may contact SCB. determine whether the Schemes are to be approved, you may The information may be disclosed to SCB’s, RM2’s and MMG’s do so by filing with the Court and serving on SCB a notice of advisers and service providers to the extent necessary to effect appearance in the prescribed form together with any affidavit the Schemes. upon which you wish to rely at the hearing. The notice of appearance and affidavit must be served on SCB at least one If the information outlined above is not collected, SCB may be day before the hearing date which is currently expected to occur hindered in, or prevented from, conducting the Scheme on 26 October 2007. Any change to this date will be Meetings or implementing the Schemes effectively, or at all. announced to ASX and is typically published by ASX on its Shareholders and Option Holders who appoint an individual as website, www.asx.com.au. Alternatively, the Court has a their proxy, corporate representative or attorney to vote at the discretion to grant you leave to be heard at the hearing even if Scheme Meetings should inform that individual of the matters you have not complied with these requirements. outlined above. Notice to Shareholders and Option Holders in jurisdictions Entitlement to inspect Share and Option Registers outside Australia It is noted that all persons are entitled, under section 173 of the This Scheme Booklet complies with Australian disclosure Corporations Act, to inspect and copy the Share Register. This requirements and Australian accounting standards. These register contains personal information about Shareholders. disclosure requirements and accounting standards may be different to those in other countries. It is also noted that, under section 168 of the Corporations Act, SCB is required to maintain the Option Register and copies of Shareholders and Option Holders who are subject to taxation documents granting Options. Under the Corporations Act, any outside Australia should consult their tax adviser as to the Option Holder has a right to inspect and to ask for a copy of the applicable tax consequences of the Schemes. Option Register which contains details of the name and address Investment decisions of Option Holders and other details regarding the terms of the For personal use only Options. A copy of the Option Register will be made available This Scheme Booklet does not take into account your individual to an Option Holder who requests a copy. investment objectives, financial situation or needs. The information in this document should not be relied upon as the Date of this Scheme Booklet sole basis for any investment decision. You should seek This Scheme Booklet is dated 7 September 2007. IF YOU HAVE ANY QUESTIONS OR REQUIRE FURTHER INFORMATION, PLEASE CONTACT THE SHAREHOLDER INFORMATION LINE ON 1800 127 953 (WITHIN AUSTRALIA) AND +61 2 8280 7720 (FROM OUTSIDE AUSTRALIA) DURING BUSINESS HOURS. IF YOU ARE IN ANY DOUBT ABOUT ANYTHING IN THIS SCHEME BOOKLET, PLEASE CONTACT YOUR LEGAL, FINANCIAL, TAXATION OR OTHER PROFESSIONAL ADVISER. Contents Important notices and disclaimers IFC Important dates and