• Sandon Capital issued a 249D notice to amend SCA's constitution
• The proposed amendment would restrict SCA's ability to issue more than 25% of shares without shareholder approval
• Shareholders representing over 25% of shares have advised they will vote against the resolution

Southern Cross Media Group Limited (SCA) has received a notice under section 249D of the Corporations Act from Sandon Capital Pty Ltd (Sandon), acting on behalf of its investors. The notice requires that the directors of SCA call and arrange a general meeting to consider a shareholder resolution proposing an amendment to SCA's Constitution. The proposed amendment would restrict the ability of SCA to issue more than 25% of its shares without shareholder approval. SCA notes that if the amendment were made, it would be inconsistent with the proposed merger announced the previous day with Seven West Media. SCA has advised that Shareholders collectively representing more than 25% of its shares, being Thorney Investment Group (and Associates) (15%) and Spheria Asset Management (14%), have advised that they are not supportive of this form of resolution and intend to vote against it. Based on this statement of intention, the Resolution would not be passed, and the Board and management will focus their efforts on the implementation of the proposed merger which the Board has determined to be in the best interests of all SCA shareholders and delivery of the synergies and value accretion expected from that merger for SCA shareholders.