21st Century Fox Plans To Delist From Australian Securities Exchange

(RTTNews) - 21st Century Fox (FOX, FOXA, FOX.AX, FOXLV.AX) announced that its board has authorized the company to initiate the process to pursue the removal of its full foreign listing on the Australian Securities Exchange or ASX, subject to the approval of the holders of the Company's Class B Common Stock.

The company said it will file today a preliminary proxy statement with the U.S. Securities and Exchange Commission or SEC for a special meeting of the Company's stockholders to approve the Company requesting the removal of its listing from the ASX.

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.

The company expects that the proposed delisting process, including stockholder and ASX approval, will take approximately three to four months. At this stage it is expected that the proposed delisting process will be concluded in the second quarter of calendar year 2014.

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. There would be no changes to the Company's operations, employees or business as a result of the proposed delisting, the company said.

"Today's announcement is part of our ongoing agenda to simplify the operating and capital structure of our Company. Following the separation of our businesses in June last year, 21st Century Fox has only limited operations in Australia,and we believe that consolidating the trading of our stock in the world's largest equity market would provide improved liquidity to the Company's stockholders and greater efficiencies for the Company," said Rupert Murdoch, Chairman and CEO, 21st Century Fox.

The company believes that the removal of the Company's listing on the ASX would provide long-term benefits to the company and its stockholders by simplifying the Company's capital structure as a result of reducing the number of equity pools from four (reflecting the Class A Common Stock and Class B Common Stock, as well as the CDIs that correspond to such classes) to two; consolidating trading on one exchange, which the Company expects will lead to improved liquidity for trading in the Company's Common Stock, particularly the less actively traded Class B Common Stock; providing a single securities regulatory regime for the company which will reduce the Company's administrative burden and related costs of reporting and compliance.

As of the record date for the company's most recent meeting of stockholders, the 2013 Annual Meeting, there were 711.91 million shares of Class B Common Stock entitled to vote as a result of the 35% voting suspension. While the Murdoch Family Trust and Rupert Murdoch will be entitled to vote on this matter, pursuant to a voting agreement entered into with the Company at the time the suspension was first implemented, they will not vote their shares of Class B Common Stock in excess of 39.4% of the shares of Class B Common Stock that are entitled to vote, the company said.