THE NEWS CORPORATION LIMITED
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
October 26, 2004
Citibank, N.A. - ADR Department
000 Xxxxxxxxx Xxxxxx, 00xx xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dividend Reinvestment Plan
Ladies and Gentlemen:
Reference is hereby made to (i) the Amended and Restated Dividend
Reinvestment Plan for Holders of American Depositary Shares of The News
Corporation Limited (the "Company"), dated November 25, 2003 (the "US Plan"),
(ii) the Dividend Reinvestment Plan Servicing Agreement, dated as of March 22,
1999 as amended as of November 25, 2003 (the "Service Agreement"), by and
between the Company and Citibank, N.A., (iii) the Amended and Restated Deposit
Agreement, dated as of December 3, 1996, as amended by Amendment No. 1 to
Amended and Restated Deposit Agreement, dated as of September 8, 2004 (as
amended and supplemented, the "Preferred Share Deposit Agreement"), by and among
the Company, Citibank, N.A., as depositary (the "Depositary"), all Holders from
time to time of American Depositary Receipts issued thereunder, and (to the
extent contemplated therein) certain Beneficial Owners of American Depositary
Shares ("Preferred Share ADSs"), each Preferred Share ADS issued thereunder
representing four (4) preferred limited voting ordinary shares, par value A$0.50
per share of the Company (the "Preferred Shares"), and (iv) the Amended and
Restated Deposit Agreement, dated as of October 29, 1996, as amended by
Amendment No. 1 to Amended and Restated Deposit Agreement, dated as of September
8, 2004 (as amended and supplemented, the "Common Share Deposit Agreement" and
together with the Preferred Share Deposit Agreement, the "Deposit Agreements"),
by and among the Company, the Depositary, all Holders from time to time of
American Depositary Receipts issued thereunder, and (to the extent contemplated
therein) certain Beneficial Owners of Common Share American Depositary Shares
("Common Share ADSs" and together with Preferred Share ADSs, the "ADSs"), each
Common Share ADS representing four (4) ordinary shares, par value A$0.50 per
share of the Company (the "Common Shares" and together with the Preferred
Shares, the "Shares").
We hereby inform you that (i) a cash dividend has been declared on the
Preferred Shares of the Company as a result of which record holders of Preferred
Share ADSs ("Preferred Holders") as of September 16, 2004 will be entitled to
receive cash dividends in the amount of the US dollar equivalent of A$ 0.1049433
per Preferred ADS held as of September 16, 2004, and (ii) a cash dividend has
been declared on the Common Shares of the Company as a result of which record
holders Common Share ADSs ("Common Holders" and together with the Preferred
Holders, the "Holders") as of September 16, 2004 will be entitled to receive
cash dividends in the amount of the US dollar equivalent of A$ 0.0419773 per
Ordinary ADS held as of September 16, 2004. In connection with the
"re-incorporation" of the Company into a Delaware corporation ("News Corp US"),
the Company intends to terminate the US Plan and the Service Agreement as of
November 8, 2004. Under the terms of the US Plan, the Company intends to deliver
to the Custodian for the ADR facilities existing pursuant to the Deposit
Agreements the Preferred Shares and Common Shares issued in respect of the
dividend reinvested under the terms of the US Plan on November 2, 2004 so as to
enable the Depositary to issue and deliver to the accounts of US Plan
Participants the applicable number of ADSs corresponding to the Shares issued in
connection with the reinvested dividend prior to the termination of the US Plan.
As contemplated by the US Plan and the Service Agreement, the Company
hereby instructs the Depositary to:
(i) send termination notices substantially in the form attached hereto
as Exhibit A to all participants of the US Plan ("Participants") on
or about October 27, 2004, and
(ii) arrange for the issuance to Participants in the direct registration
system of the ADSs held in the Participants' US Plan accounts
promptly after November 8, 2004 or, in the alternative, in the
direct registration system maintained in respect of News Corp US
shares the applicable whole number of News Corp US shares promptly
after November 15, 2004, and
(iii) send direct registration statements detailing the ADS holding to
each of the Participants promptly after November 8, 2004 or, in the
alternative, arrange for the issuance by Computershare promptly
after November 15, 2004 of direct registration statements detailing
the News Corp US shares issued in exchange for ADSs held in the
Participants' US Plan accounts.
This Letter of Instructions shall be interpreted under, and all the rights
and obligations hereunder shall be governed by, the laws of the State of New
York without reference to the principles of choice of law thereof.
2
The Company has caused this Letter of Instructions to be executed and
delivered on their behalf by their respective officers thereunto duly authorized
as of the date set forth above.
The News Corporation Limited
By: /s/ Xxxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Authorized Signatory
Agreed to and acknowledged
Citibank, N.A.
By: /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
Exhibits
A. Notice of Termination
Exhibit A
Notice of Termination
[NEWS CORP LETTERHEAD]
Dear US Plan Participant:
In connection with our re-incorporation in the United States, the
Dividend Reinvestment Plan for Holders of American Depositary Shares ("US Plan")
will terminate as of November 8, 2004.
Following termination of the US Plan, the News Corp US shares
issuable in respect of American Depositary Shares ("ADSs") held in your US Plan
account will, as contemplated by the US Plan, be issued in your name in the
Direct Registration (book-entry) system maintained by Computershare Trust
Company of New York for News Corp US. Citibank, N.A. has been administering the
US Plan for us and will prior to termination of the US Plan be mailing to you
statements that detail the number of ADSs held in your name under the US Plan.
The last day for trading ADSs on The New York Stock Exchange is
expected to be the close of business on Tuesday, November 2, 2004. Citibank,
N.A. has informed us that the last day for instructing Citibank, N.A. as
administrator of the US Plan to sell or transfer ADSs held in the US Plan will
be 5:00 P.M. (New York City time) on Monday, November 1, 2004. We expect that
the News Corp US shares to be issued in connection with our re-incorporation
will be delivered to Citibank, N.A., as Depositary for the ADSs, on or about
November 12, 2004. Citibank, N.A., has indicated to us that your ADSs in the US
Plan will be exchanged for Direct Registration shares of News Corp US on or
about November 12, 2004 and that statements confirming your holdings of Direct
Registration News Corp US shares will be mailed to you on or about November 15,
2004.
News Corp US has appointed Computershare Trust Company of New York
("Computershare") as the registrar and transfer agent for the News Corp US
shares. Starting on November 15, 2004, Computershare will also act as successor
depositary for any ADSs not exchanged for News Corp US shares.
There is no need for you to take any action in connection with the
termination of the US Plan or the exchange of ADSs for the shares of News Corp
US. Any fractional entitlements to News Corp US shares issued in exchange of
your ADSs will be sold by Computershare Trust Company of New York and cash
proceeds from such sale will be remitted to you.
If you have any questions regarding your ADSs before November 15,
2004, please contact Citibank, N.A. at 0-000-000-0000 (during NY business
hours). Questions regarding News Corp US shares should be addressed to
Computershare Trust Company of New York at 0-000-000-0000 (during NY business
hours).
The News Corporation Limited
October 27, 2004
