Fairfax
to issue reset convertible preference shares
SYDNEY, 1 November, 2001
John Fairfax Holdings Limited [ASX:FXJ] announced today that the Company will make a public offer of a minimum of $200 million of reset convertible preference shares. A prospectus was lodged with ASIC earlier today.
Mr Brian Powers, Chairman of Fairfax, said, “The purpose of this issue is to
strengthen Fairfax’s balance sheet by reducing debt, diversifying its equity base, and
increasing funding flexibility. This will ensure that Fairfax is well placed to take
advantage of growth opportunities.
The key features of Fairfax’s PRESSES (Preferred Reset Securities Exchangeable
for Shares) offer include:
• A fully franked preferred dividend for the first five years of at least 6% per
annum on an Issue Price of $100;
• Flexibility to exchange into Fairfax ordinary shares, with a value (based on
trading for the 20 business days before exchange) of at least $102.56 in five
years; and
• Participation in growth, with the opportunity to participate in any increase in
the Fairfax ordinary share price above $6.15.
Fairfax may reset the Dividend Rate and other terms on certain dates, the first of
which is 12 December, 2006. Before those terms take effect, holders may elect to
convert their PRESSES into ordinary shares.
The PRESSES have been rated by Standard and Poor’s as BBB-.
Mr Powers said that some priority will be given to Fairfax shareholders (persons
registered as of 7.00 p.m. Sydney time, 12 November, 2001) and to Fairfax employees, in the event of excess demand. A maximum of 2.5 million PRESSES will
be issued.
ASX has granted a waiver of Listing Rule 10.11 that allows each of the directors of
Fairfax (and his or her related parties) to participate in the issue of PRESSES,
provided that the extent of the participation for each of them (and their related
parties) is limited to that number of PRESSES having a face value of not more than
$50,000, without obtaining shareholder approval for the issue.
Offers of PRESSES will be made in a copy of the prospectus, which contains the
conditions and further detail of the features of the offer. The offer is subject to Fairfax
shareholders adopting a new constitution by resolution at the Annual General
Meeting on 7 November, 2001.
Anyone wishing to acquire PRESSES will need to complete the application form that
will be in or will accompany the prospectus.
Prospectuses will be sent to Fairfax Shareholders. The prospectus can also be
viewed on the Fairfax website: www.fxj.com.au or requested by calling the Fairfax
PRESSES Offer information line on 1800 301 050.
UBS Warburg Australia Limited is the Lead Manager and Underwriter for the offer.
-- ENDS –
Contact: Bruce Wolpe, Corporate Affairs Tel: (02) 9282 3640
Note to editors
John Fairfax Holdings Limited[ASX:FXJ] is Australia’s leading publishing group. Its
mastheads include The Sydney Morning Herald, The Australian Financial Review,
The Age, The Sun-Herald, and BRW. In addition, the Company publishes financial
and consumer magazines, regional and community newspapers, and provides online
and interactive services. In 2001, the Company had revenues of $1.28 billion.
Fairfax, through f2, its wholly owned interactive subsidiary, is building businesses in
two principal areas: News and Classifieds and CitySearch Directories. All of the f2
network sites are accessible through its home page at www.f2.com.au.
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