• ASX grants waiver of Listing Rule 10.1 for SCA to acquire SWM shares
• Transaction does not require SCA shareholder approval
• ASX confirms no need for SCA to seek shareholder approval or re-comply with admission/quotation requirements

Southern Cross Media Group Limited (SCA) has confirmed that the Australian Securities Exchange (ASX) has provided a waiver and confirmation under the ASX Listing Rules in connection with its proposed merger with Seven West Media Limited (SWM). The key points are:- ASX has granted a waiver of Listing Rule 10.1 to allow SCA to acquire the SWM shares in which Spheria Asset Management (a substantial shareholder of both SCA and SWM) has a relevant interest, without requiring the approval of SCA shareholders. This is on the basis that the acquisition will be on the same terms as all other SWM shareholders and Spheria does not have any representatives or nominee directors on the boards of SCA or SWM.- ASX Listing Rule 11.1 requires SCA to give notice to ASX of the transaction as it will result in a significant change in the nature or scale of its activities. ASX has confirmed it will not require SCA to seek shareholder approval under Listing Rule 11.1.2 or re-comply with the admission and quotation requirements under Listing Rule 11.1.3 in connection with the transaction, as it is not considered a 'back door listing' and does not result in a fundamental change in the nature of SCA's main undertaking.- The transaction does not require the approval of SCA shareholders, but SCA will appoint an independent expert to assess whether the transaction is in the best interests of SCA shareholders as a condition of the transaction proceeding.