RNS Number:4695E
News Corporation Ld
26 October 2004
THE NEWS CORPORATION LIMITED
News Release
For Immediate Release Contact: Greg Baxter 61 419 461 368
Andrew Butcher 212-852-7070
Shareholders and Optionholders Overwhelmingly Approve Reincorporation
______________________
ADELAIDE, AUSTRALIA, October 26, 2004 - News Corporation announced that
shareholders and optionholders had overwhelmingly approved the company's
reincorporation at a series of meetings today.
Holders of ordinary shares voting on the scheme (excluding the Murdoch family
and associates) voted 91.28 percent of their shares in favour of the proposal,
easily exceeding the required majority of 75 percent. Similarly, holders of
preferred non-voting shares voting on the scheme (excluding the Murdoch family
and associates) voted 96.23 percent of their shares in favour, again well in
excess of the 75 percent majority required.
The proposal also required approval by more than 50 percent of the number of
shareholders voting on the scheme in each class. More than 98 percent of the
holders of ordinary shares and more than 96 percent of the holders of preferred
shares that voted (excluding the Murdoch family and associates), voted in
favour.
The proposal had already been approved by shareholders and optionholders who are
members or associates of the Murdoch family at separate class meetings held
immediately prior to the AGM today.
News Corporation chairman and chief executive officer, Mr Rupert Murdoch said he
was delighted with the results.
"The overwhelming support of our shareholders is a clear endorsement of the
strategic direction that management and the board have laid out for the next
stage of the development of News Corporation," Mr Murdoch said. "The high voter
turnout and the high proportion of votes in favour demonstrate that shareholders
have overwhelmingly endorsed this proposal."
"We firmly believe that having our primary stock listing on the NYSE will make
News Corp a more attractive investment for a far larger pool of potential
shareholders.
"The move to the United States will give the company far greater financial
flexibility with which to pursue our goals."
Mr Murdoch reiterated that the move in no way diminished the company's
commitment to Australia.
"This reincorporation is recognition that our head office has been located
overseas for many years and that the vast majority of our revenues and earnings
are derived from the United States. But we will remain an active and committed
participant in the Australian media industry.
"Last night I was proud to lay the foundation stone on the site of the new $60
million home for The Advertiser and The Sunday Mail in Adelaide. Last month, we
announced a $200 million upgrade to our printing facilities in Sydney as part of
a $500 million commitment to upgrading and expanding our Australian businesses
over the next four years.
Having been approved by shareholders and optionholders, the company intends to
apply to the Federal Court of Australia on Wednesday, November 3 for approval of
the schemes of arrangement for the reincorporation. If court approval is given,
the schemes will be fully implemented shortly thereafter.
The complete results from the scheme meetings and the company's annual general
meeting today are as follows:
1. Share Scheme Meeting of Ordinary Shareholders (other than the
Murdoch Family and their associates)
Total votes:
The total number of votes cast on the poll (including the proxy votes) was
948,414,737. The total votes were cast as follows:
FOR 865,699,911 (91.28%)
AGAINST 82,714,826 (8.72%)
Shareholders:
The total number of Ordinary Shareholders (other than the Murdoch Family and
their associates) who voted in person or by proxy on the resolution was 114,719.
Those shareholders voted as follows:
FOR 112,606 (98.16%)*
AGAINST 2,113 (1.84%)*
* 21 shareholders voted both for and against the resolution.
Result:
The resolution was therefore approved by the necessary majorities. Shareholders
holding 29,540,582 shares abstained from voting on the resolution.
2. Share Scheme Meeting of Preferred Shareholders (other than the
Murdoch Family and their associates)
Total votes:
The total number of votes cast on the poll (including the proxy votes) was
2,869,221,708. The total votes were cast as follows:
FOR 2,761,016,295 (96.23%)
AGAINST 108,205,413 (3.77%)
Shareholders:
The total number of Preferred Shareholders (other than the Murdoch Family and
their associates) who voted in person or by proxy on the resolution was 75,906.
Those shareholders voted as follows:
FOR 73,368 (96.66%)*
AGAINST 2,538 (3.34%)*
* 14 shareholders voted both for and against the resolution.
Result:
The resolution was therefore approved by the necessary majorities. Shareholders
holding 52,910,995 shares abstained from voting on the resolution.
3. Capital Reduction Meeting
The total number of votes cast on the poll (including the proxy votes) was
3,842,429,582. The total votes were cast as follows:
FOR 3,678,946,217 (95.75%)
AGAINST 163,483,365 (4.25%)
Result:
The resolution was therefore approved by the necessary majority. Shareholders
holding 81,064,695 shares abstained from voting on the resolution.
4. Scheme Meeting of Optionholders (other than the Murdoch Family and
their associates)
Total votes:
The total number of votes cast on the poll (including the proxy votes) was
419,350,769. The total votes were cast as follows:
FOR 419,153,799 (99.95%)
AGAINST 196,970 (0.05%)
Optionholders:
The total number of Optionholders (other than the Murdoch Family and their
associates) who voted in person or by proxy on the resolution was 756. Those
optionholders voted as follows:
FOR 754 (99.74%)
AGAINST 2 (0.26%)
Result:
The resolution was therefore approved by the necessary majorities. Optionholders
holding options carrying 1,371,458 votes abstained from voting on the
resolution.
5. Share Scheme Meeting of Ordinary Shareholders who are members or
associates of the Murdoch Family
Total votes:
The total number of votes cast on the poll (including the proxy votes) was
627,089,640. The total votes were cast as follows:
FOR 627,089,640 (100%)
AGAINST Nil (0%)
Shareholders:
The total number of Ordinary Shareholders who are members or associates of the
Murdoch Family who voted in person or by proxy on the resolution was 17. Those
shareholders voted as follows:
FOR 17 (100%)
AGAINST Nil (0%)
Result:
The resolution was therefore approved by the necessary majorities. There were no
abstentions on the resolution.
The proxies received prior to the meeting in relation to the resolution were as
follows:
For the resolution 336,613,728
Against Nil
Abstain Nil
Undirected 290,445,518
6. Share Scheme Meeting of Preferred Shareholders who are members or
associates of the Murdoch Family
Total votes:
The total number of votes cast on the poll (including the proxy votes) was
217,279,240. The total votes were cast as follows:
FOR 217,279,240 (100%)
AGAINST Nil (0%)
Shareholders:
The total number of Ordinary Shareholders who are members or associates of the
Murdoch Family who voted in person or by proxy on the resolution was 13. Those
shareholders voted as follows:
FOR 13 (100%)
AGAINST Nil (0%)
Result:
The resolution was therefore approved by the necessary majorities. There were no
abstentions on the resolution.
The proxies received prior to the meeting in relation to the resolution were as
follows:
For the resolution 157,032,720
Against Nil
Abstain Nil
Undirected 60,238,667
7. Option Scheme Meeting of Optionholders who are members or
associates of the Murdoch Family
Total votes:
The total number of votes cast on the poll (including the proxy votes) was
44,465,845. The total votes were cast as follows:
FOR 44,465,845 (100%)
AGAINST Nil (0%)
Optionholders:
The total number of Optionholders who are members or associates of the Murdoch
Family who voted in person or by proxy on the resolution was 7. Those
optionholders voted as follows:
FOR 7 (100%)
AGAINST Nil (0%)
Result:
The resolution was therefore approved by the necessary majorities. There were no
abstentions on the resolution.
The proxies received prior to the meeting in relation to the resolution were as
follows:
For the resolution 44,465,845
Against Nil
Abstain Nil
Undirected Nil
8. Annual General Meeting
(a) Resolution to re-elect Mr Cowley
The resolution was passed on a show of hands.
The proxies received prior to the meeting in relation to the resolution were as
follows:
For the resolution 1,182,135,379
Against 40,763,353
Abstain 5,684,611
Undirected 333,957,943
(b) Resolution to re-elect Mr Devoe
The resolution was passed on a show of hands.
The proxies received prior to the meeting in relation to the resolution were as
follows:
For the resolution 1,181,276,161
Against 43,380,709
Abstain 3,842,872
Undirected 334,034,344
(c) Resolution to elect Mr Dinh
The resolution was passed on a show of hands.
The proxies received prior to the meeting in relation to the resolution were as
follows:
For the resolution 1,197,882,081
Against 24,862,711
Abstain 5,586,271
Undirected 334,210,223
(d) Resolution to elect Mr Barnes
The resolution was passed on a show of hands.
The proxies received prior to the meeting in relation to the resolution were as
follows:
For the resolution 1,199,562,470
Against 25,098,916
Abstain 3,823,017
Undirected 334,056,083
(e) Resolution to elect Mr Thornton
The resolution was passed on a show of hands.
The proxies received prior to the meeting in relation to the resolution were as
follows:
For the resolution 1,181,320,668
Against 41,645,912
Abstain 5,126,392
Undirected 334,296,672
The News Corporation Limited (NYSE: NWS, NWS.A; ASX: NCP, NCPDP) had total
assets as of June 30, 2004 of approximately US$52 billion and total annual
revenues of approximately US$20 billion. News Corporation is a diversified
international media and entertainment company with operations in eight industry
segments: filmed entertainment; television; cable network programming; direct
broadcast satellite television; magazines and inserts; newspapers; book
publishing; and other. The activities of News Corporation are conducted
principally in the United States, Continental Europe, the United Kingdom,
Australia, Asia and the Pacific Basin.
For more information about News Corporation, please visit www.newscorp.com.
This information is provided by RNS
The company news service from the London Stock Exchange
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