TOV: SXL Variation of Orders

• Panel varies orders in Southern Cross Media Group Limited 02R & 03R
• Permits voting of 6.83% of shares on board spill resolutions
• Orders cease to apply once voting power reaches 100% or after 6-month periods

The Takeovers Panel has varied the orders in Southern Cross Media Group Limited 02R & 03R in response to a request from entities managed by Sandon Capital Pty Ltd. The final orders previously made included a restriction on ARN Media Limited from voting 6.83% of Southern Cross Media Group Limited (SXL) shares, except in limited circumstances. Sandon sought a variation to permit the voting of these shares on the board spill resolutions and for an end date to be applied to the general voting restriction. While the Panel was not persuaded of a material change in circumstances to justify the full variation requested, it noted the effluxion of time and the existing orders' provision for liberty to apply. Accordingly, the Panel varied the orders to introduce a mechanism to lift the voting, disposal and other restrictions relating to the 6.83% of shares over time. Specifically, the orders now provide that at the end of each 6-month period after the variation date, the voting restriction on 7,196,974 shares (3% of SXL's voting power) will cease to apply. The orders will also cease to apply once ARN or its associates obtain 100% voting power in Southern Cross or when the voting restriction no longer applies due to the 6-month lifting mechanism.