Important notice

The Scheme Booklet (the Booklet) is an important document for all Prime Shareholders and requires your immediate attention. If you have sold all of your Prime Shares as at the date of the Booklet, please ignore the Booklet and kindly recycle. If you are a Prime Shareholder, you should carefully read the Booklet in its entirety before deciding how to vote on the Scheme.

If you are in any doubt as to what you should do, you should consult your financial, legal, taxation or other professional advisers.

Purposes of the Booklet

The purposes of the Booklet are to:

  • provide you with information about the proposed acquisition of Prime by Seven;
  • explain the terms and effect of the Scheme;
  • explain the manner in which the Scheme will be considered and implemented (if approved);
  • provide you with such information as is required by law or otherwise material to your decision to vote in favour of, or against, the Scheme; and
  • include the explanatory statement and other information required to be sent to Prime Shareholders under Part 5.1 of the Corporations Act in relation to the Scheme.

The Booklet is not a prospectus lodged under Chapter 6D of the Corporations Act in respect of New Seven Shares. Section 708(17) of the Corporations Act provides that an offer of shares does not need disclosure under Chapter 6D if it is made under a compromise or arrangement under Part 5.1 of the Corporations Act and approved at a scheme meeting held as a result of an order made by a court under section 411(1) or (1A) of the Corporations Act.

Responsibility for information

Prime is solely responsible for the Prime Information. Prime Group and its directors, officers and advisers do not assume any responsibility for the accuracy or completeness of any information contained in the Booklet other than the Prime Information.

Seven is solely responsible for the Seven Information. Seven Group and its directors, officers and advisers do not assume any responsibility for the accuracy or completeness of any information contained in the Booklet other than the Seven Information.

Lonergan Edwards has prepared the Independent Expert’s Report in relation to the Scheme and is solely responsible for that report. The Independent Expert’s Report is set out in Appendix 1 of the Booklet.

Allens has provided and is solely responsible for the information contained in section 13 of the Booklet. Neither the Seven Group nor the Prime Group, nor any of their respective directors and officers, assumes any responsibility for the accuracy of the information contained in section 13 of the Booklet. Allens does not assume any responsibility for the accuracy or completeness of the information contained in the Booklet other than that contained in section 13 of the Booklet.

Link has had no involvement in the preparation of any part of the Booklet other than being named as the Prime Share Registry. Link has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of the Booklet.

The Investigating Accountant's Independent Limited Assurance Report contained in Appendix 2 of the Booklet has been prepared by, and is the responsibility of, the Investigating Accountant. None of Prime, Seven or their respective directors, officers and advisers assumes any responsibility for the accuracy or completeness of the Independent Limited Assurance Report.

Role of ASIC and ASX

A copy of the Booklet was provided to ASIC under section 411(2) of the Corporations Act and registered by ASIC under section 412(6) of the Corporations Act. ASIC has been given the opportunity to comment on the Booklet in accordance with section 411(2) of the Corporations Act. ASIC has been requested to provide a statement, in accordance with section 411(17)(b) of the Corporations Act, that ASIC has no objection to the Scheme. If ASIC provides that statement, it will be produced to the Court on the Second Court Date.

A copy of the Booklet has also been lodged with ASX.

None of ASIC, ASX or any of their officers takes any responsibility for the content of the Booklet.

Important notice associated with Court order under section 411(1) of the Corporations Act

The fact that, under section 411(1) of the Corporations Act, the Court has ordered that the Scheme Meeting be convened and has approved the Booklet required to accompany the Notice of the Scheme Meeting, does not mean that the Court:

  • has formed any view as to the merits of the Scheme or as to how you should vote on the Scheme (on this matter, you must reach your own decision);
  • has prepared, or is responsible for, the content of the Booklet; or
  • has approved or will approve the terms of the Scheme.

Notice of Scheme Meeting

The Notice of Scheme Meeting is set out in Appendix 5 of the Booklet.

Notice of the Second Court Hearing

At the Second Court Hearing, the Court will consider whether to approve the Scheme following the vote at the Scheme Meeting.

Any Prime Shareholder may appear at the Second Court Hearing, expected to be held at 12.00pm (Sydney time) on 20 December 2019 at the Supreme Court of New South Wales - 184 Phillip St, Sydney NSW 2000.

Any Prime Shareholder who wishes to oppose approval of the Scheme at the Second Court Hearing may do so by filing with the Court and serving on Prime a notice of appearance in the prescribed form together with any affidavit that the Prime Shareholder proposes to rely on.

No investment advice

The Booklet has been prepared without reference to your individual investment objectives, financial and tax situation or needs. The information and recommendations contained in the Booklet do not constitute, and should not be taken as, financial product advice.

It is important that you read the Booklet in its entirety before making a decision on whether or not to vote in favour of the Scheme.

If you are in any doubt as to what you should do, you should consult your financial, legal, taxation or other professional advisers.

Forward-looking statements

The Booklet contains certain forward-looking statements. You should be aware that there are risks (both known and unknown), uncertainties, assumptions and other important factors that could cause the actual conduct, market conditions, results, performance or achievements of Prime, Seven or the Combined Group to be materially different from the future conduct, market conditions, results, performance or achievements expressed or implied by such statements or that could cause the future conduct to be materially different from historical conduct. Deviations as to future conduct, market conditions, results, performance and achievements are both normal and to be expected. Further detail on the risks associated with the Scheme are set out in section 12 of the Booklet.

Forward-looking statements generally may be identified by the use of forward looking words such as "aim", "anticipate", "believe", "estimate", "expect", "forecast", "foresee", "future", "intend", "likely", "may", "planned", "potential", "should", or other similar words.

Other than as required by law, none of Prime, Seven, their respective directors, officers, advisers or any other person gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in the Booklet will actually occur. You are cautioned against relying on any such forward-looking statements.

The historical financial performance of Prime or Seven is no assurance or indicator of future financial performance of the Combined Group (or Prime or Seven in the scenario where the Scheme does not proceed). Neither Prime nor Seven guarantees any particular rate of return or the performance of the Combined Group, nor do they guarantee the repayment of capital or any particular tax treatment in respect of any investment in the Combined Group.

The forward-looking statements in the Booklet reflect views held only as at the date of the Booklet. Additionally, statements of the intentions of Seven reflect present intentions as at the date of the Booklet and may be subject to change.

Subject to the Corporations Act and any other applicable laws or regulations, Prime and Seven disclaim any duty to update any forward-looking statements other than with respect to information that they become aware of prior to the Scheme Meeting which is material to making a decision whether or not to vote in favour of the Scheme.

Notice to Prime Shareholders in jurisdictions outside Australia

The release, publication or distribution of the Booklet (electronically or otherwise) may be restricted by law or regulation in jurisdictions other than Australia and if you are outside Australia and come into possession of the Booklet, you should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws or regulations.

The Booklet has been prepared in accordance with the laws and regulations of Australia and the information contained in the Booklet may not be the same as that which would have been disclosed if the Booklet had been prepared in accordance with the laws and regulations outside Australia.

The Booklet and the Scheme do not in any way constitute an offer of shares in any place in which, or to any person to whom, it would not be lawful to make such an offer.

If you are an Ineligible Foreign Shareholder, you will not be able to receive New Seven Shares. New Seven Shares that would otherwise be issued to these shareholders under the Scheme will be issued to the Sale Agent to be sold on ASX, with the Sale Proceeds to be paid to Ineligible Foreign Shareholders, after deducting applicable brokerage costs, stamp duty, currency conversion costs and other selling costs, taxes and charges. See section 8.10.7 of the Booklet for further information.

Prime residents outside Australia for tax purposes should seek specific tax advice in relation to the Australian and overseas tax implications of the Scheme. For details regarding Ineligible Foreign Shareholders and foreign selling restrictions that apply in connection with the Scheme, you should refer to sections 8.2 and 8.10.7 of the Booklet.

Notice to Prime Shareholders in New Zealand

The New Seven Shares being issued under the Scheme are being issued to shareholders with registered addresses in New Zealand in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016. The Booklet is not a product disclosure statement under the Financial Markets Conduct Act 2013 (FMCA) or other similar offering or disclosure document under New Zealand law and has not been registered, filed with, or approved by any New Zealand regulatory authority or under or in accordance with the FMCA or any other relevant law in New Zealand. It does not contain all the information that a product disclosure document, under New Zealand law, is required to contain.

Implied value

You will receive your Scheme Consideration as New Seven Shares. Any reference to the implied value of the Scheme Consideration should not be taken as an indication that the implied value is fixed. The implied value of the Scheme Consideration will vary with the market price of New Seven Shares.

If you are an Ineligible Foreign Shareholder, this also applies to the New Seven Shares which will be issued to the Sale Agent and sold on ASX by the Sale Agent. Any cash remitted to you from the net proceeds of such sales will depend on the market price of Seven Shares at the time of sale by the Sale Agent.

Privacy and personal information

Prime, Seven and their respective share registries may need to collect personal information to implement the Scheme. The personal information collected may include your name, contact details and details of holdings, together with contact details of individuals appointed as proxies, attorneys or corporate representatives for the Scheme Meeting. The collection of some of this information is required or authorised by the Corporations Act.

The primary purpose of the collection of personal information is to assist Prime to conduct the Scheme Meeting and to assist Prime and Seven to implement the Scheme.

If you are an individual, you, and other individuals in respect of whom personal information is collected, have certain rights to access the personal information collected. If you wish to exercise these rights, you may contact the Prime Shareholder Information Line on 1800 500 095 (within Australia), or +61 1800 500 095 (outside Australia), between 9.00am and 5.00pm (Sydney time), Monday to Friday (excluding national public holidays in Australia).

The personal information collected may be disclosed to Prime, Seven and their respective related bodies corporate and advisers, print and mail service providers, share registries, share brokers and any other service provider to the extent necessary to implement the Scheme.

If the personal information outlined above is not collected, Prime may be hindered in, or prevented from, conducting the Scheme Meeting or implementing the Scheme.

If you appoint an individual as your proxy, attorney or corporate representative to vote at the Scheme Meeting, you should inform that individual of the matters outlined above.

Defined terms

Capitalised terms used in the Booklet are defined in section 16.1 of the Booklet, or defined within the section that they appear. Section 16.2 of the Booklet also sets out some rules of interpretation which apply to the Booklet. Some of the documents reproduced in the appendices to the Booklet have their own defined terms, which are sometimes different to those set out in section 16.1.

Charts and diagrams

Any diagrams, charts, maps, graphs and tables appearing in the Booklet are illustrative only and may not be drawn to scale.

Effect of rounding

A number of figures, amounts, percentages, prices, estimates, calculations of value and fractions in the Booklet are subject to the effect of rounding. Accordingly, actual calculations may differ from amounts set out in the Booklet. Any discrepancies between totals in tables or financial information, or in calculations, graphs or charts are due to rounding.

Timetable and dates

All references to times in the Booklet are references to the time in Sydney, Australia, unless otherwise stated.

The dates and times set out in the timetable in section 1 of the Booklet are indicative only and are subject to change. Any changes to the timetable will be announced to ASX and published on Prime's website at www.primemedia.com.au.

No internet site is part of the Booklet

Prime and Seven maintain websites. Any references in the Booklet to any website are for informational purposes only and no information contained on any website forms part of the Booklet.

Supplementary information

Please refer to section 15.13 of the Booklet for information about the steps that Prime will take if information about the Scheme needs to be updated.

If you have any questions or require further information in relation to the Scheme or the Booklet, you should contact the Prime Shareholder Information Line on 1800 500 095 (within Australia), or +61 1800 500 095 (outside Australia), between 9.00am and 5.00pm (Sydney time), Monday to Friday (excluding national public holidays in Australia).

Date of the Booklet

The Booklet is dated 15 November 2019.