21st Century Fox (NASDAQ: FOX, FOXA; ASX: FOX, FOXLV) today announced that its Board of Directors has authorized the Company to initiate the process to pursue the removal of its full foreign listing on the Australian Securities Exchange (ASX), subject to the approval of the holders of the Company’s Class B Common Stock.
The Company will file today a preliminary proxy statement with the U.S. Securities and Exchange Commission (SEC) for a special meeting of the Company’s stockholders to approve the Company requesting the removal of its listing from the ASX.
The ASX has provided in-principle advice to the Company indicating that it would be likely to remove the Company’s listing from the ASX upon the Company’s submission of a formal request, subject to the Company's compliance with certain conditions including that holders of CHESS Depositary Interests (CDIs) be sent certain information regarding the proposed delisting.
The Company anticipates that the special meeting of stockholders will be held in March or April 2014 and that, if approved by stockholders and subsequently by the ASX, delisting from the ASX would occur approximately one month thereafter.
Following the removal of the Company’s listing from the ASX, all of 21st Century Fox’s Class A and Class B Common Stock would be listed solely on the NASDAQ Global Select Market (NASDAQ). There would be no changes to the Company’s operations, employees or business as a result of the proposed delisting.
Following the proposed delisting, former ASX-listed stockholders would have the ability to continue to own the Company’s Common Stock through the NASDAQ stock listing. The Company has arranged for former ASX-listed stockholders who become registered holders of the Company’s Common Stock through NASDAQ to be able to use a Direct Registration System (DRS) Sales Facility, which is further described below. The DRS Sales Facility would enable those former ASX-listed stockholders to sell their shares on NASDAQ and have the option of receiving proceeds in Australian dollars. Former ASX-listed stockholders could also sell their shares or buy shares through a licensed U.S. broker.