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For Personal Use Only For personal use only For personal use only For personal use only For personal use only For personal use only For personal use only For personal use only For personal use only For personal use only Publishing and Broadcasting Limited PBL Publishing and Broadcasting Limited Scheme ABN 52 009 071 167 Booklet Scheme Booklet 2007 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. The PBL Scheme THE PBL DIRECTORS is to be effected by a scheme of RECOMMEND THAT arrangement between Publishing YOU VOTE FOR THE and Broadcasting Limited and its RESOLUTIONFor personal use only TO shareholders. APPROVE THE PBL SCHEME. Section 00SectionSection 00 TitleSection Title PBL Scheme Booklet 1 Contact Contents Corporate directory If you have any Section Publishing and Broadcasting Limited questions in relation ABN 52 009 071 167 to this Booklet, the 01 Key dates 03 Registered Offi ce PBL Scheme or 02 Important information 04 Level 2, 54 Park Street the Recommended 03 Key questions and answers 09 Sydney NSW 2000 Proposal please contact 04 Overview 15 the PBL Infoline. 05 Consideration 21 Telephone +61 (2) 9282 8000 06 Directors’ recommendation 26 Facsimile +61 (2) 9282 8828 For Australian callers: 07 Mechanics and approvals 31 Website www.pbl.com.au 1300 138 983 08 Gaming Businesses 43 09 Media Businesses 59 Legal Adviser For international 10 Crown if the Recommended Proposal 73 Gilbert + Tobin callers: is implemented Level 37, 2 Park Street 11 CMH if the Recommended Proposal 91 Sydney NSW 2000 +61 3 9415 4262 is implemented Taxation Adviser 12 Crown (post PBL Scheme only) 103 Ernst & Young 13 Tax Letter 113 680 George Street 14 Additional information 127 Sydney NSW 2000 15 Independent Accountant’s Report 151 16 Summary of Independent Expert’s Report 156 Independent Accountant 17 Glossary 171 Ernst & Young 18 Notices of meeting 179 680 George Street 19 Corporate directory 185 Sydney NSW 2000 20 Documents 187 Financial Adviser 21 Appendices 201 UBS AG, Australia Branch Level 16, Chifl ey Tower 2 Chifl ey Square Sydney NSW 2000 Independent Expert KPMG Corporate Finance (Aust) Pty Ltd 10 Shelley Street Sydney NSW 2000 PBL/Crown Share Registry Computershare Investor Services Pty Limited Level 3, 60 Carrington Street For personal use only Sydney NSW 2000 Telephone 1300 85 05 05 (within Australia) +61 (3) 9415 4000 (international) Section 00 Section Title PBL Scheme Booklet 2 Executive Chairman’s letter 17 October 2007 Dear shareholder On 8 May 2007, PBL announced a proposal to split its gaming and media businesses into two separately listed companies, Crown Limited (Crown) and Consolidated Media Holdings Limited (CMH). With your support, two strong, independently listed, focussed companies will be formed to drive growth and shareholder value. If the proposal is approved and implemented: ● Crown will own a diversifi ed portfolio of gaming businesses, including Crown Melbourne and Burswood casinos, a 41.4% stake in Melco PBL Entertainment (Macau) Limited, a 50% interest in the Aspinalls business in the United Kingdom, a 19.6% interest in Fontainebleau Equity Holdings LLC in the United States, and investments in other international gaming businesses. Its experienced management team, led by Rowen Craigie, will have signifi cant fi nancial fl exibility to drive Crown’s continued investment in gaming worldwide; and ● CMH will hold investments in a diversifi ed portfolio of media businesses including FOXTEL (25%), Premier Media Group (50%), SEEK (27%) and PBL Media (25%). CMH’s experienced media executives will pursue complementary investments, especially in new media, to expand its portfolio. Two separately listed companies will, in your directors’ opinion, allow shareholders greater investment choice and provide the most effi cient structure for both companies to grow. The proposal will be implemented by two schemes of arrangement. First, under the PBL scheme of arrangement (PBL Scheme), Crown will acquire all PBL shares for, as standard consideration, one share in Crown and $3.00 cash for each PBL share. The cash component will come from new bank facilities. As a result of the PBL Scheme, Crown will become the new head ASX- listed holding company for our gaming and media businesses. You will have the option to elect more or less of your consideration as cash. You are being asked to vote on the PBL Scheme at a scheme meeting to be held at 10:00am on Friday 23 November 2007. This meeting has been convened by the Federal Court of Australia. The second scheme of arrangement (Demerger Scheme) will result in Crown demerging CMH. For each share that you are issued in Crown under the PBL Scheme you will receive one share in CMH under the Demerger Scheme. PBL Shareholders will not vote on the Demerger Scheme; rather, the Crown Initial Shareholders, being the existing eight shareholders of Crown who subscribed for Crown shares on the recent incorporation of Crown, will vote on the Demerger Scheme. They have agreed that they will For personal use only approve the Demerger Scheme if the PBL shareholders require them to do so by voting to approve the Demerger Scheme Advisory Resolution at the PBL Annual General Meeting. This meeting will be held immediately after the PBL Scheme Meeting. Unless you make an election to have more or less of your consideration as cash, you will receive $3.00 cash and one Crown Share for each of your PBL Scheme Shares, and under the Demerger Scheme (if it is approved) you will receive one CMH Share for every Crown Share that is issued to you under the PBL Scheme. Executive Chairman’s letter PBL Scheme Booklet 1 After considering the advantages, disadvantages and risks associated with the proposal, the PBL Directors believe it is in the best interests of PBL and its shareholders that both the PBL Scheme and the Demerger Scheme (together with other incidental steps referred to as the Recommended Proposal) are approved and implemented. We unanimously recommend you vote in favour of the resolution to approve the PBL Scheme and also in favour of the Resolutions. The proposal has been reviewed by the Independent Expert, KPMG Corporate Finance. Its report concludes that both the PBL Scheme and the Recommended Proposal are in the best interests of PBL shareholders. The report of the Independent Expert is summarised in Section 16. It is possible that only the PBL Scheme will be approved by PBL shareholders. In this event, the demerger of CMH from Crown will not take place. The PBL Directors and the Independent Expert consider that this outcome is also in the PBL shareholders’ best interests for the reasons explained in Sections 6.1 and 6.4 respectively. Notwithstanding, the complete demerger of CMH from Crown will enable each company to operate independently and is, in our view, the optimal outcome. This Booklet sets out details of the PBL Scheme and the Recommended Proposal as a whole and the steps associated with their implementation. I encourage you to read this Booklet carefully. It contains important information to help you make an informed decision about how to vote on the resolutions to implement the PBL Scheme and the Recommended Proposal. PBL shareholders are asked to vote on these resolutions – in person, by proxy, by attorney or, in the case of a corporation, by corporate representative – at meetings to be held on Friday 23 November 2007. If you have any questions in relation to this Booklet, the PBL Scheme or the Recommended Proposal, please contact the PBL Infoline on 1300 138 983 (within Australia) or +61 3 9415 4262 (international). On behalf of your directors, I look forward to your support of the PBL Scheme and your continuing involvement with Crown and CMH. For personal use only James Packer Executive Chairman Executive Chairman’s letter PBL Scheme Booklet 2 01. Key dates Event Date Key Scheme dates PBL Scheme Meeting and PBL Annual General Meeting Friday 23 November 2007 Demerger Scheme Meeting and Crown General Meeting Friday 23 November 2007 Court approval of Schemes – PBL Scheme Second Court Date Wednesday 28 November 2007 PBL Scheme Effective Date and last date PBL Shares trade cum-PBL Scheme Entitlement1 Friday 30 November 2007 Deferred settlement trading of Crown Shares (ex-entitlement2) and CMH Shares3 Monday 3 December 2007 PBL Scheme Record Date Friday 7 December 2007 Demerger Scheme Record Date Monday 10 December 2007 Dispatch of confi rmation of allotment statements and cash consideration Friday 14 December 2007 Commencement of normal trading in Crown and CMH Shares Monday 17 December 2007 Key election and consideration dates Last date for receipt by PBL of consideration election forms (by 5:00pm) Friday 30 November 2007 VWAP period for PBL Scheme Share Value Monday–Friday 26–30 November 2007 Dispatch of confi rmation of allotment statements and cash consideration Friday 14 December 2007 Shareholder actions Proxy form due date (by 10:00am) Wednesday 21 November 2007 Last date for receipt by PBL of consideration election forms (by 5:00pm) Friday 30 November 2007 The dates and times in this Indicative Timetable may change depending on a number of factors, some of which are outside the control of PBL (e.g. the timing of Court approval of the Schemes). In addition, PBL has the right to vary any or all of the times and dates in the timetable without notifying PBL Shareholders. For personal use only Notes: 1 “Cum-PBL Scheme Entitlement” means in this context trading with an entitlement to participate in the PBL Scheme 2 The Crown Shares will trade ex-entitlement to participate in the Demerger Scheme if the Demerger Scheme is approved 3 Deferred settlement trading of the CMH Shares will commence only if the Demerger Scheme is approved Section 01 Key dates PBL Scheme Booklet 3 Section 02 Important information 02 For personal use only 02 Section 02 Important information PBL Scheme Booklet 4 02.
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