West Australian Newspapers Holdings Limited ACN 053 480 845 4 for 7 accelerated non-renounceable pro rata entitlement offer of Convertible Unsecured Loan Securities (CULS) at an issue price of $5.20 per CULS to raise approximately $653 million (Entitlement Offer) and public offer of 7.7 million New Shares at an issue price of $5.20 to raise approximately $40 million (public Offer) For personal use only Joint Lead Managers and Underwriters LegaL adviser FinanciaL adviser Important information You should read this entire Prospectus Neither this Prospectus nor the and the content of the offer documents are carefully before deciding whether to invest accompanying Application Form may be principally governed by Australian rather in CULS or New Shares. In particular, you sent to persons in the US or persons that than New Zealand law. In the main, the should consider the key risks that could are acting on behalf of, or for the account or Corporations Act and Regulations (Australia) affect the performance of WAN or the value benefit of, a person in the United States, or set out how the Offers must be made. of an investment in WAN, some of which otherwise distributed or released in the US. There are differences in how securities are are outlined in Section 9 of this Prospectus. regulated under Australian law. For example, CULS are unsecured notes for the purposes However, the information contained the disclosure of fees for collective of section 283BH of the Corporations Act. in this Prospectus is not financial product investment schemes is different under the advice and does not take into account Future performance and forward Australian regime. The rights, remedies, the investment objectives, financial looking statements and compensation arrangements available situation, tax position or particular needs to New Zealand investors in Australian of individual investors. Neither WAN nor any other person warrants securities may differ from the rights, or guarantees the future performance remedies and compensation arrangements Before deciding whether to apply for CULS of CULS or WAN Shares or any return for New Zealand securities. Both the or New Shares, you should consider on any investment made pursuant Australian and New Zealand securities whether they are a suitable investment to this Prospectus. regulators have enforcement responsibilities for you in light of your own investment in relation to the Offers. If you need to make objectives and financial circumstances and The pro forma financial information provided a complaint about an Offer, please contact having regard to the merits or risks involved. in this Prospectus is for illustrative purposes the Securities Commission, Wellington, If, after reading this Prospectus, you have only and is not represented as being New Zealand. The Australian and New any questions about the Offers, you should indicative of WAN’s view on its future Zealand regulators will work together to settle contact your stockbroker, accountant financial condition and/or performance. your complaint. The taxation treatment or other professional adviser. The forward looking statements in this of Australian securities is not the same as for The potential tax effects of the Entitlement Prospectus are based on WAN’s current New Zealand securities. If you are uncertain Offer and Public Offer will vary between expectations about future events. They are, about whether this investment is appropriate investors. A summary of potential Australian however, subject to known and unknown for you, you should seek the advice of an tax implications is contained in Section 8 risks, uncertainties and assumptions, many appropriately qualified financial adviser. of this Prospectus. However, all investors of which are outside the control of WAN The Offers may involve a currency exchange should satisfy themselves of any possible and its Board, which could cause actual risk. The currency for both of the securities tax consequences by consulting their own results, performance or achievements is not New Zealand dollars. The value professional tax advisers. to differ materially from future results, performance or achievements expressed of both of the securities will go up or down This Prospectus is dated 21 February 2011 or implied by the forward looking statements according to changes in the exchange rate and a copy of this Prospectus was lodged in this Prospectus. between that currency and New Zealand with ASIC on that date. This Prospectus dollars. These changes may be significant. expires on the date 13 months after it was Australia and New Zealand If you expect the securities to pay any lodged (Expiry Date). No CULS or New This Prospectus has been prepared amounts in a currency that is not New Zealand Shares will be allotted or issued on the basis in accordance with the requirements of the dollars, you may incur significant fees in of this Prospectus after the Expiry Date. Corporations Act and contains: having the funds credited to a bank account ASIC and ASX take no responsibility for the • An Entitlement Offer of CULS: a pro rata in New Zealand in New Zealand dollars. contents of this Prospectus. entitlement offer to Eligible Shareholders If the securities are able to be traded Within seven days after the date of this in Australia or New Zealand of WAN on a securities market and you wish to trade Prospectus, WAN will apply to ASX for CULS CULS; and the securities through that market, you will and New Shares to be quoted on ASX. • A Public Offer of New Shares: have to make arrangements for a participant Prospectus availability an invitation to Eligible Investors in that market to sell the securities on your in Australia or New Zealand to apply for behalf. If the securities market does not Eligible Shareholders and Eligible new WAN Shares, operate in New Zealand, the way in which the Investors in Australia and New Zealand (the Entitlement Offer and the Public Offer market operates, the regulation of participants can obtain a copy of this Prospectus collectively referred to as the Offers). in that market, and the information available beforeFor personal use only and during the Entitlement Offer to you about the securities and trading may Period or the Public Offer application New Zealand differ from securities markets that operate period (as applicable) on the website in New Zealand. at www.sevenwestproposal.com.au or by The offers to New Zealand investors are calling the WAN Offer Information Line regulated offers made under Australian Other foreign jurisdictions on the numbers listed below under the and New Zealand law. In Australia, this This Prospectus has been prepared heading ‘Enquiries’. Persons who access the is Chapter 8 of the Corporations Act and to comply with the requirements of the electronic version of this Prospectus should Regulations. In New Zealand, this is Part securities laws of Australia. No action ensure that they download and read the 5 of the Securities Act 1978 and the has been taken to register or qualify the entire Prospectus. Securities (Mutual Recognition of Offerings – Australia) Regulations 2008. The Offers Entitlement Offer (including the Retail West Australian Newspapers Holdings Limited Prospectus Entitlement Offer), CULS, the Public Offer the Offers. Except as required by law, and • To the maximum extent permitted or WAN Shares, or otherwise permit the only to the extent so required, neither WAN, by law, expressly disclaims all liability public offering of CULS or WAN Shares, nor any other person, warrants or guarantees in respect of, makes no representation in any jurisdiction other than Australia and the future performance of WAN or any or any statement regarding, and takes New Zealand. Neither the Entitlement Offer return on any investment made pursuant no responsibility for, any part of this nor the Public Offer is being extended to any to this Prospectus. Prospectus, or any statements in, person outside Australia and New Zealand, or omissions from the Prospectus, other The Joint Lead Managers have not except, in the case of the Entitlement Offer, than the references to its name and the authorised, permitted or caused the to Eligible Institutional Shareholders and statement(s) and/or report(s) (if any) issue, lodgement, submission, despatch certain other Institutional Investors as part specified below and included in this or provision of this Prospectus. The Joint of the Institutional Entitlement Offer. This Prospectus with its written consent; and Lead Managers do not make, or purport Prospectus does not constitute an offer to make, any statement in this Prospectus, • Has given and has not, before the in the US, or in any other place in which, and there is no statement in this Prospectus lodgement of this Prospectus with or to any person to whom, it would not which is based on any statement by the Joint ASIC, withdrawn its written consent: be lawful to make such an offer. Lead Managers. To the maximum extent —T o be named in this Prospectus in The distribution of this Prospectus (including permitted by law, the Joint Lead Managers the form and context in which it is an electronic copy) outside Australia and expressly disclaim all liability in respect named; and New Zealand is restricted by law. If you of, make no representations regarding —T o the inclusion in this Prospectus come into possession of this Prospectus, and take no responsibility for any part of the statement(s) and/or report(s) you should observe such restrictions and of this Prospectus. (if any) by that person in the form should seek your own advice on such Photographs and diagrams and context in which they appear restrictions. Any non-compliance with these in this Prospectus. restrictions may contravene applicable Photographs used in this Prospectus that securities laws. Neither this Prospectus nor do not have a description are for illustration Defined words and expressions the accompanying Application Form may only and should not be interpreted to mean Some words and expressions used in be distributed to, or relied upon by, persons that any person shown in them endorses this this Prospectus have defined meanings, in the US.