21st Century Fox Sets Date For Special Meeting Of Stockholders To Vote On Its Proposed Delisting From The Australian Securities Exchange

21st Century Fox (NASDAQ:FOX, FOXA; ASX:FOX, FOXLV) today announced details for its previously announced special meeting of stockholders to vote on the proposed removal of the Company’s full foreign listing on the Australian Securities Exchange (ASX). The special meeting will take place on March 21, 2014 at 10:00 am (Eastern Time) at Citi Auditorium, 399 Park Avenue, 12 th Floor, in New York.

If approved by the Company’s Class B Common stockholders and subsequently by the ASX, delisting from the ASX is expected to occur on or about May 8, 2014. 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, and has informed the Company that it does not expect any changes to this advice prior to the Company’s submission of the formal request.

The following table sets out an updated indicative timeline for the proposed delisting process. Dates are noted as of New York time unless marked with an asterisk (*) indicating Sydney, Australia time.
 

Date
   

Event

Close of Business onJanuary 23, 2014
    Record Date for stockholders entitled to vote at the special meeting.
March 21, 2014     Special meeting of stockholders in New York.
March 24, 2014*     File request for removal of the Company's full foreign listing with the ASX and expected ASX approval of such request.
May 1, 2014*     Effective date of suspension in trading of CHESS Depositary Interests (CDIs) on the ASX (the "Suspension Date").

Note: Trading in CDIs on the ASX is permitted up to close of trading on the Suspension Date. CDI holders will not be able to trade their CDIs on the ASX after this date.
May 8, 2014*     Effective date of removal of the Company from the official list of the ASX will occur a week after the Suspension Date (the "Delisting Date").

Note: Following the Delisting Date, the Company's CDI program will end and there will no longer be any CDIs on issue. However, CHESS Depositary Nominees Pty Ltd (CDN) will continue to hold Common Stock on behalf of former CDI holders.

CDI holders’ existing right to convert CDIs into the underlying Common Stock listed on the NASDAQ Global Select Market (NASDAQ) continues until the closing date of the Voluntary Share Sale Facility.
May 9, 2014*     Opening date of the Voluntary Share Sale Facility whereby each CDI holder can elect to have the underlying shares of Common Stock sold on NASDAQ on behalf of the CDI holder.
July 9, 2014*     Closing date of the Voluntary Share Sale Facility.
July 16, 2014     Any remaining former CDI holders' beneficial interests in shares of Company Common Stock will be automatically converted into registered ownership interests in the Company's Common Stock.
 

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 NASDAQ. As previously announced, there would be no changes to the Company’s operations, employees or business as a result of the proposed delisting.

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