[News Corp Letterhead]
November 11, 2004
Citibank - ADR Department
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Computershare Trust Company of New York
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News Corp - Ordinary Share ADSs
Ladies and Gentlemen:
Reference is hereby made to Section 5.04 of that certain ▇▇▇▇▇▇▇ 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 so amended, the "Deposit Agreement"), by and among The News
Corporation Limited (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 ("ADSs"), each ADS issued thereunder
representing four (4) ordinary shares, par value A$0.50 per share of the Company
(the "Shares"). All capitalized terms used (but not otherwise defined) herein
shall have the meanings given to such terms in the Deposit Agreement.
The Company, the Depositary and Computershare Trust Company of New
York ("Computershare") agree that, effective in each case as of November 15,
2004 (the "Effective Date") and subject to the conditions and limitations set
forth below, Citibank, N.A. shall cease to act as the Depositary under the
Deposit Agreement and Computershare shall become the appointed Successor
Depositary under the Deposit Agreement (the "Successor Depositary") to provide
the limited services related to enabling the exchange pursuant to Section 4.08
of the Deposit Agreement of ADSs evidenced by ADRs for News Corp US voting
common shares upon surrender to the Depositary of the ADRs evidencing the ADSs
outstanding as of the Effective Date and the termination and unwinding of the
ADR facility existing pursuant to the Deposit Agreement upon the terms described
below by reference to the applicable escheat periods.
By signing this Letter Agreement, Citibank, N.A., as the Depositary
agrees, to (i) duly assign, transfer and deliver, as of the Effective Date, all
of its right, title and interest in the News Corp US voting common shares held
as Deposited Securities under the Deposit Agreement (including any securities,
property or cash received in respect thereof but excluding any cash and other
distributions (other than News Corp US voting common shares) held by Citibank,
N.A., as Depositary, in respect of payments remitted to holders of ADSs
outstanding as of the Effective Date which have not been claimed ("outstanding
checks")) to the Successor Depositary, and (ii) deliver to Computershare a list
of the Holders of all ADSs outstanding, as of the Effective Date, and all such
other books and records maintained by Citibank, N.A. with respect to its
function as Depositary under the Deposit Agreement. Citibank, N.A. ▇▇▇▇▇▇
confirms that while still acting as Depositary and immediately prior to the
Successor Depositary's appointment becoming effective, Citibank, N.A. (x) shall,
or shall cause, the ADSs held through The Depository Trust Company and the ADSs
issued as part of the Direct Registration system to be exchanged for the
applicable number of News Corp US voting common shares prior to the Effective
Date, subject to receipt of a deposit from News Corp US of the requisite number
of News Corp US voting common shares, and (y) shall file, or cause to be filed,
with the Securities and Exchange Commission before the Effective Date a
Post-Effective Amendment to Registration Statement on Form F-6 substantially in
the form attached hereto as Exhibit A, subject to timely receipt of the
requisite signature(s) from the Company (if any). Any notices required under the
Deposit Agreement as a result of the actions contemplated in this Letter
Agreement, the filing of the Post-Effective Amendment referred to above or the
contents of any exhibit to such filing, shall be made by Citibank, N.A. (except
that the notice of appointment of Computershare as Successor Depositary is
contemplated to be included in the letter from the Company to be mailed (as
described below) by Computershare on or about November 15, 2004 to Holders of
ADRs, together with a Letter of Transmittal attached hereto as Exhibit B).
By signing this Letter Agreement, Computershare accepts its
appointment as Successor Depositary under the Deposit Agreement as of the
Effective Date for the limited purposes set forth herein, agrees to be bound by
all of the terms and conditions of the Deposit Agreement (except to the extent
modified herein) as of the Effective Date, and agrees to act as a Successor
Depositary from and after the Effective Date for the limited purpose of (x)
enabling the exchange pursuant to Section 4.08 of the Deposit Agreement of ADSs
for News Corp US voting common shares upon surrender to the Depositary of the
ADRs evidencing the ADSs outstanding as of the Effective Date, and (y)
terminating and unwinding the ADR facility existing under the Deposit Agreement
upon the terms described herein by reference to the applicable escheat periods.
Computershare also agrees to mail, as Successor Depositary, to Holders of ADSs
outstanding as of the Effective Date the Letter of Transmittal attached hereto
as Exhibit B (together with a letter from the Company containing a notice of
appointment of Computershare as Successor Depositary) promptly after the
Effective Date.
By signing this Letter Agreement, the Company agrees that the duties
and obligations of the Successor Depositary shall be limited to (x) enabling the
exchange pursuant to Section 4.08 of ADSs for News Corp US voting common shares
upon surrender to the Depositary of the ADRs evidencing the ADSs outstanding as
of the Effective Date, and (y) terminating and unwinding the ADR facility
existing under the Deposit Agreement upon the terms described below.
Notwithstanding anything to the contrary contained herein or in the Deposit
Agreement, with respect to any and all Deposited Securities (other than the News
Corp US voting common shares) and cash and other distributions held by it
immediately prior to the Effective Date, Citibank shall retain possession of
such Deposited Securities (other than the News Corp US voting common shares) and
shall be responsible for the distribution and escheatment thereof in accordance
with applicable laws, rules and regulations. Citibank, N.A. and the Company
agree that none of the actions contemplated herein are, and nothing contained
herein is, intended, or shall be deemed, to constitute a waiver by Citibank.
N.A. of, or otherwise adversely affect, any rights to payment, reimbursement or
indemnity Citibank, N.A. may have as of the date hereof under the terms of the
Deposit Agreement or any related agreement between Citibank, N.A. and the
Company.
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Citibank, N.A. hereby confirms that no new ADSs or ADRs will be
issued after the date hereof and that no pre-release transactions in respect of
the ADSs are outstanding as of the date hereof or will be entered into by
Citibank, N.A. in respect of the ADSs after the date hereof. The parties hereto
agree that from and after the Effective Date (i) no new ADSs or ADRs will be
issued pursuant to the Deposit Agreement, (ii) in respect of any corporate
actions affecting the News Corp US voting common shares held as Deposited
Securities, the Successor Depositary shall collect any distributions received
for the benefit of Holders of ADSs not previously surrendered in exchange for
News Corp US voting common shares and shall hold such distributions pending
receipt of the applicable ADRs in exchange for News Corp US voting common
shares, (iii) no pre-release transactions contemplated in Section 5.11 of the
Deposit Agreement shall be engaged in, (iv) the Successor Depositary shall not
accommodate any transfer of ADSs or cancellation of ADSs (other than in
connection with an exchange of ADSs for News Corp US voting common shares), and
(v) the Successor Depositary shall accommodate the exchange by Holders of ADSs
for News Corp US voting common shares. With respect to the News Corp US voting
common shares and any distributions thereon (including, without limitation, News
Corp US voting common shares transferred by Citibank, N.A. to Computershare upon
the terms described herein), Computershare shall be responsible for any
escheatment related thereto. For avoidance of any doubt, the News Corp US voting
common shares transferred by Citibank, N.A. to Computershare include News Corp
US voting common shares held in respect of securities not previously surrendered
for ADSs in connection with the transactions referenced in Exhibit C
(Computershare being responsible for the escheatment of the News Corp US voting
common shares so transferred to it).
Each of the parties hereto agrees that neither Computershare nor its
agents shall have any liability or obligations to Citibank, N.A in connection
herewith or hereunder, Computershare's only obligations hereunder being to the
Company. In order for Computershare to enter into this Letter Agreement, in
addition to any rights Computershare and its agents might have under the Deposit
Agreement as if they were Depositary thereunder, the Company agrees to indemnify
each of Computershare and its agents, officers, directors, employees, successors
and assigns (collectively, the "Indemnified Parties") against, and hold each of
them harmless from, any and all loss, liability, cost, claim, action, judgment,
damages (including, without limitation, any indirect, special, punitive and/or
consequential damages), award, penalty, fine, taxes or expenses (including
without limitation, reasonable attorneys' fees and expenses) (each a "Loss",
collectively "Losses") which may be paid, incurred or suffered by any of them,
or to which any of them may become subject, (i) related to, arising out of or
incidental to any acts performed or omitted, in accordance with the provisions
of the Deposit Agreement or the ADSs, except for any Loss directly arising out
of the negligence or bad faith of such Indemnified Party, (ii) related to,
arising out of or incidental to any acts performed or omitted, solely in
accordance with the provisions of this Letter Agreement, except for any Loss
directly arising out of the gross negligence or wilful misconduct of such
Indemnified Party and/or (iii) related to, arising out of, or incidental to, any
act or omission to act on the part of any other party to this Letter Agreement.
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This Letter Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which, together, shall
constitute one and the same agreement.
This Letter Agreement 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).
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The Company, the Depositary and Computershare have caused this
Letter Agreement 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/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Authorized Signatory
Citibank, N.A.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
Computershare Trust Company of New York
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior Vice President and
General Manager
Exhibits
Exhibit A Form of Post Effective Amendment to F-6 Registration Statement
Exhibit B Letter of Transmittal
Exhibit C Outstanding Exchanges
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Exhibit A
[Omitted]
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Exhibit B
[See Attached]
LETTER OF TRANSMITTAL
To accompany American Depositary Receipts ("ADR(s) Certificate(s)") evidencing
American Depositary Shares ("ADS(s)") formerly representing (i) four (4)
preferred limited voting shares, or (ii) four (4) ordinary shares of
The News Corporation Limited
in exchange for News Corporation shares ("New Shares")
Name(s) and Address of Registered Holder(s)
If there is any error in the name or address shown below, please make the
necessary corrections.
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Certificate No(s) Number of ADSs
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CertificateNumber |_| Number of Shares
CertificateNumber |_| Number of Shares
CertificateNumber |_| Number of Shares
CertificateNumber |_| Number of Shares
CertificateNumber |_| Number of Shares
CertificateNumber |_| Number of Shares
CertificateNumber |_| Number of Shares
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TOTAL ADSs Number of Shares
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Please check corresponding box if you have lost your certificate
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Please read instructions on the reverse side before completing the sections
below
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Special Issuance Instructions
Complete ONLY if the New Share(s) and/or check is/are to be issued in a name
which differs from the name on the surrendered ADR(s) Certificate(s). Issue to:
Name: _______________________________________________________________________
Address:
_______________________________________________________________________
_______________________________________________________________________
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Signature(s) Required
Signature(s) of Registered Holder(s) or Agent
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Must be signed by the registered holder(s) EXACTLY as name(s) appear(s) on
ADR(s) Certificate(s). If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer for a corporation acting in a fiduciary or
representative capacity, or other person, please set forth full title. See
Instructions 2, 3, or 4.
________________________________________________________________________________
Registered Holder
________________________________________________________________________________
Registered Holder
________________________________________________________________________________
Title, if any
Phone No.: __________________________________________________ Date _____________
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Special Delivery Instructions
Complete ONLY if the New Share(s) and/or check is/are to be mailed to some
address other than the address reflected above. Mail to:
Name: _______________________________________________________________________
Address: _______________________________________________________________________
_______________________________________________________________________
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Signature(s) Guaranteed (if required)
See Instruction 3.
If the section entitled "Special Issuance Instructions" is completed, then
signatures on this Letter of Transmittal must be guaranteed by a member of a
"Signature Guarantee Program" ("STAMP"), Stock Exchange Medallion Program
("SEMP") or New York Stock Exchange Medallion Signature Program ("MSP") (an
"Eligible Institution"). The signature(s) must be guaranteed by an Eligible
Institution. See Instruction 3.
________________________________________________________________________________
Authorized Signature
________________________________________________________________________________
Name of Firm
________________________________________________________________________________
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Requester: COMPUTERSHARE TRUST COMPANY OF NEW YORK
Form W-9 Department of Treasury Internal Revenue Service
Part 1: Registered Holders please provide your TIN in the space provided and
certify by signing and dating below
________________________________________________________________________________
Social Security No. or Employer Identification No
For Payees exempt from backup withholding check this box. |_|
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Part 2: Certification
Under penalties of perjury, I certify that:
(1) The Number shown on this form is my correct Taxpayer Identification Number
or I am waiting for a number to be issued to me, and
(2) I am not subject to backup withholding either because I have not been
notified by the Internal Revenue Service (IRS) that I am subject to backup
withholding as a result of a failure to report all interest or dividends, or the
IRS has notified me that I am no longer subject to backup withholding, and
(3) I am a U.S. person (including a U.S. resident alien).
Certification Instructions - You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding, you received
another notification from the IRS that you were no longer subject to backup
withholding, do not cross out item (2).
Part 3: Sign Here
Signature of U.S. person ____________________________________ Date _____________
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COMPUTERSHARE TRUST COMPANY OF NEW YORK
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Instructions for Surrendering Certificates
1. Method of Delivery: Your ADR(s) Certificate(s) and the Letter of Transmittal
must be sent or delivered to Computershare Trust Company of New York (the
"Exchange Agent"). Do not send them to The News Corporation Limited, News
Corporation, or Citibank, N.A. The method of delivery of ADR(s) Certificate(s)
to be surrendered to the Exchange Agent at one of the addresses set forth on the
front of the Letter of Transmittal is at the option and risk of the surrendering
holder. Delivery will be deemed effective only when received by the Exchange
Agent. If the ADR(s) Certificate(s) are sent by mail, registered mail with
return receipt requested and properly insured, is suggested. A return envelope
is enclosed. Method of delivery of the ADR(s) Certificate(s) is at the option
and risk of the owner thereof.
The signature on the reverse side represents that I\we have full authority to
surrender without restriction the enclosed ADR(s) Certificate(s) for exchange.
Please issue the New Share(s) and/or check in the name this Letter of
Transmittal was addressed to unless instructions are given in the boxes on the
reverse side.
2. New Shares issued in the Same Name: If the New Share(s) and/or check is
issued in the same name as the surrendered ADR(s) Certificate(s) is registered,
the Letter of Transmittal should be completed and signed exactly as the
surrendered ADR(s) Certificate(s) is registered. Do not sign the ADR(s)
Certificate(s). Signature guarantees are not required if the ADR(s)
Certificate(s) surrendered herewith are submitted by (i) the registered owner of
such ADR(s) Certificate(s) who has not completed the section entitled "Special
Issuance Instructions" or (ii) for the account of an Eligible Institution. If
any of the ADR(s) Certificate(s) surrendered hereby are owned by two or more
joint owners, all such owners must sign this Letter of Transmittal exactly as
written on the face of the ADR(s) Certificate(s)). If any ADR(s) Certificate(s)
are registered in different names on several certificates, it will be necessary
to complete, sign and submit as many separate Letters of Transmittal as there
are different registrations. Letters of Transmittal executed by trustees,
executors, administrators, guardians, officers of corporations, or others acting
in a fiduciary capacity who are not identified as such in the registration must
be accompanied by proper evidence of the signer's authority to act.
3. New Shares issued in Different Name: If the section entitled "Special
Issuance Instructions" is completed, then signatures on this Letter of
Transmittal must be guaranteed by a firm that is a bank, broker, dealer, credit
union, savings association or other entity which is a member in good standing of
the Securities Transfer Agents' Medallion Program (each an "Eligible
Institution"). If the surrendered ADR(s) Certificate(s) are registered in the
name of a person other than the signer of this Letter of Transmittal, or if
issuance is to be made to a person other than the signer of this Letter of
Transmittal, or if the issuance is to be made to a person other than the
registered owner(s), then the surrendered ADR(s) Certificate(s) must be endorsed
or accompanied by duly executed stock powers, in either case signed exactly as
the name(s) of the registered owners appear on such ADR(s) Certificate(s) or
stock power(s), with the signatures on the ADR(s) Certificate(s) or stock
power(s) guaranteed by an Eligible Institution as provided herein.
4. Special Issuance and Delivery Instructions: Indicate the name and address in
which the New Share(s) and/or check is/are to be issued and sent if different
from the name and/or address of the person(s) signing this Letter of
Transmittal. The holder is required to give the social security number or
employer identification number of the record owner of the New Shares. If Special
Issuance Instructions have been completed, the holder named therein will be
considered the record owner for this purpose.
5. Letter of Transmittal Required: Surrender of Certificate(s), Lost
Certificate(s): You will not receive your New Shares and/or check unless and
until you deliver this Letter of Transmittal, properly completed and duly
executed, to the Exchange Agent, together with the ADR(s) Certificate(s)
evidencing your ADSs and any required accompanying evidences of authority. If
your ADR(s) Certificate(s) has been lost, stolen, misplaced or destroyed, please
check the corresponding box on the reverse side and contact the Exchange Agent
for instructions at (▇▇▇)▇▇▇-▇▇▇▇, Local Telephone No.(▇▇▇)▇▇▇-▇▇▇▇ prior to
submitting your ADR(s) Certificate(s) for exchange.
6. Form W-9: Under the Federal Income Tax Law, a non-exempt shareholder is
required to provide the Exchange Agent with such shareholder's correct Taxpayer
Identification Number ("TIN") on the Form W-9 above. If the ADR(s)
Certificate(s) is registered in more than one name or are not in the name of the
actual owner, consult the enclosed Form W-9 guidelines for additional guidance
on number to report. Failure to provide the information on the form may subject
the surrendering holder to backup withholding on any reportable payment.
Please review the enclosed Guidelines for Certification of Taxpayer
Identification Number on Form W-9 for additional details on what TIN to give the
Exchange Agent. By completing and signing the Form W-9 on the reverse side, you
acknowledge that you are the registered holder identified in this letter of
transmittal.
If you are a foreign individual seeking to qualify as an exempt recipient, you
must complete and submit an appropriate Form W-8, which may be requested from
the Exchange Agent.
7. Dividends on New Share(s): It is important that you surrender your ADR(s)
Certificate(s) promptly for exchange because you will not receive payment of any
dividends declared on the New Shares, or be able to vote your New Share(s), if
applicable, until you validly surrender your ADR(s) Certificate(s) to the
Exchange Agent. After the exchange of your ADR(s) Certificate(s) for New
Share(s), any dividends declared on the New Share(s) since the effective date of
the Reorganization will be paid without interest. If you do not surrender your
ADR(s) Certificate(s) to the Exchange Agent prior to the escheat period
applicable to the state in which you reside, the New Share(s) represented by
your ADSs will be sold and the net proceeds of such sale (together with any
distributions received) will be escheated in accordance with the escheat laws of
the state of your last known residence.
8. Stock Transfer Taxes. It is not anticipated that any transfer taxes will be
payable in connection with the issuance of New Share(s) in exchange for ADR(s)
Certificate(s).
9. Form of New Shares. All New Shares will be issued in uncertificated,
book-entry form in direct registration system maintained by Computershare
Investor Services, LLC on behalf of News Corporation ("News Corporation Direct
Registration Shares"). As a holder of News Corporation Direct Registration
Shares, you will receive periodic statements issued by Computershare reflecting
the number of New Shares you own, rather than physical certificates evidencing
New Shares. If, instead of News Corporation Direct Registration Share(s), you
wish to receive certificated Share(s) of News Corporation, upon receipt from
Computershare of a statement reflecting the issuance of the News Corporation
Direct Registration Share(s) to you, instruct Computershare Trust Company of New
York to issue and mail to you certificate(s) for your New Share(s) in the manner
provided in such statement.
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This Letter of Transmittal should be (a) completed and signed in the space
provided on the Form W-9 above and (b) mailed or delivered together with your
ADR(s )Certificate(s) to Computershare Trust Company of New York at one of the
following addresses:
By Mail
Wall Street Station
P.O. Box 1010
New York, NY 10268-1010
By Hand
Wall ▇▇▇▇▇▇▇ Plaza
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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
By Overnight Delivery
Wall Street Plaza
▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
For Telephone Assistance please call:
(▇▇▇) ▇▇▇-▇▇▇▇
Ladies and Gentlemen:
In connection with the "re-incorporation" of The News Corporation
Limited ("TNCL") in the United States under the name "News Corporation", we
hereby surrender to Computershare, as Successor Depositary, this Letter of
Transmittal, and the ADR(s) Certificate(s) enclosed herewith evidencing American
Depositary Shares ("ADSs"), each ADS formerly representing either (i) four (4)
preferred limited voting ordinary shares of TNCL, or (ii) four (4) ordinary
shares of TNCL, in exchange for either (i) two (2) shares of voting common stock
of News Corporation, or (ii) two (2) shares of non-voting common stock of News
Corporation for each ADS surrendered, as applicable ("New Shares").
The aforementioned holder hereby represents and warrants that the
aforementioned holder is the registered holder of the enclosed ADR(s)
Certificate(s), with good title thereto, free and clear of all liens,
restrictions, charges and encumbrances, and not subject to any adverse claims.
The aforementioned holder will, upon request, execute any additional documents
necessary or desirable to complete the surrender and exchange of such ADR(s)
Certificate(s). The aforementioned holder hereby irrevocably appoints
Computershare Trust Company of New York, as agent of the aforementioned holder,
to effect the exchange of the enclosed ADSs for the applicable New Shares. All
authority conferred or agreed to be conferred in this Letter of Transmittal
shall be binding upon the successors, assigns, heirs, executors, administrators
and legal representatives of the aforementioned holder and shall not be affected
by, and shall survive, the death or incapacity of the aforementioned holder.
It is understood that the aforementioned holder will not receive New
Shares until the ADR(s) Certificate(s) owned by the aforementioned holder are
received by Computershare at one of the addresses set forth above, together with
such additional documents as Computershare may require, and until the same are
processed for exchange by Computershare. It is further understood that no
interest will accrue on the dividends paid on the New Shares during the time the
ADR(s) Certificate(s) owned and surrendered by the aforementioned holder are
being processed for exchange by Computershare.
In exchange for the enclosed ADR(s) Certificate(s) the
aforementioned holder requests that New Share(s) be issued in uncertificated,
book-entry form in the direct registration system maintained by Computershare
Investor Services, LLC on behalf of News Corporation and be credited to the
direct registration account of the record holder of the ADR(s) Certificate(s)
surrendered herewith. Unless otherwise indicated in the Letter of Transmittal,
the aforementioned holder requests that the statements issued in respect of
direct registration of New Shares be mailed to the record holder of the ADR(s)
Certificate(s) surrendered herewith. In the event that both the Special Issuance
Instructions and the Special Delivery Instructions are completed, the
aforementioned holder requests that the New Shares be issued in direct
registration form in the name of, and all statements in respect thereof be
mailed to, the person or entity so indicated at the address so indicated.
Appropriate medallion signature guarantees by an Eligible Guarantor Institution
(as defined in Instruction 2) have to be included with respect to the ADR(s)
Certificate(s) for which Special Issuance Instructions have been given.
[LOGO] News Corporation
Dear ADR Holders:
We are pleased to inform you that the shareholders and optionholders
of The News Corporation Limited ("TNCL") and the Australian Federal Court have
approved the re-incorporation of TNCL in the United States under the name "News
Corporation", which became effective on November 12, 2004.
You are the Holder of American Depositary Shares that previously
represented the rights to receive either Ordinary Shares or Preferred Limited
Voting Ordinary Shares of TNCL (the "Ordinary Share ADSs" and the "Preferred
Share ADSs", respectively and collectively, the "ADSs"). As a result of the
re-incorporation, (i) each Ordinary Share ADS was converted into the right to
receive two (2) shares of voting common stock of News Corporation, a Delaware
corporation ("News Corporation") and (ii) each Preferred Share ADS was converted
into the right to receive two (2) shares of non-voting common stock of News
Corporation.
The Common Share ADSs and the Preferred Share ADSs ceased trading on
The New York Stock Exchange at the close of business on November 2, 2004. The
News Corporation voting common shares and non-voting common shares are trading
on The New York Stock Exchange, under the symbols "NWS" and "NWS.A",
respectively. In connection with the reincorporation, we have appointed
Computershare Trust Company of New York ("Computershare") as successor
depositary for the TNCL ADR facilities so as to facilitate the exchange of ADSs
for News Corporation shares. Computershare Investor Services, LLC is also the
registrar and transfer agent for the News Corporation shares. The existing TNCL
ADR facilities are being unwound and terminated.
In order for you to receive the News Corporation shares that your
certificated ADSs now represent, you must surrender the certificate(s) that
evidence(s) your ADSs (commonly known as, the "ADR(s) Certificate(s)") to
Computershare under cover of a duly completed and signed Letter of Transmittal.
We have enclosed a Letter of Transmittal and a Certification of Taxpayer
Identification Number on Form W-9 for this purpose.
To exchange your ADS(s) for News Corporation shares, you will need
to take the following steps:
o Complete and sign the enclosed Letter of Transmittal in accordance
with the accompanying instructions;
o Complete and sign the Form W-9 enclosed with the Letter of
Transmittal in accordance with the instructions; and
o Deliver the completed and signed Letter of Transmittal, the Form
W-9 and your ADR(s) Certificate(s) to Computershare at the applicable address
set forth on the front of the Letter of Transmittal. We have included a
pre-addressed return envelope for your convenience. Computershare recommends
that you send your ADR(s) Certificate(s) by registered mail, properly insured,
with return receipt requested. Do not send any ADR(s) Certificate(s) to TNCL,
News Corporation or Citibank, N.A.
Please read the instructions to the Letter of Transmittal and the
Guidelines for Certification of Taxpayer Identification Number on Form W-9
before completing and signing the Letter of Transmittal and Form W-9 and
forwarding each of them, together with your ADR(s) Certificate(s), to
Computershare.
It is important for you to surrender your ADR(s) Certificate(s) to
Computershare promptly because you will not receive any distributions in respect
of the News Corporation shares Computershare holds on your behalf and you will
not be able to vote the shares of News Corporation being held by Computershare
until you validly surrender your ADR(s) Certificate(s) to Computershare. In
addition, if you do not surrender your ADR(s) Certificate(s) to Computershare
prior to the expiration of the applicable escheat period, any property held in
respect of your ADSs will be sold and proceeds will be escheated in accordance
with the escheat laws of the state of your last known residence.
If you are an ADR holder whose address as shown in the register for
ADRs is a place outside Australia, Brazil, Canada, China, Germany, Hong Kong,
India, Ireland, Italy, Japan, Jersey, Mexico, New Zealand, Papua New Guinea,
Singapore, Switzerland, Taiwan, the United Arab Emirates, the United States and
the United Kingdom, you will not be eligible to receive shares of News
Corporation. News Corporation will issue for sale on your behalf two shares of
voting common stock or non-voting common stock of News Corporation, as
applicable, for every ADS you hold as at the Record Date of the reincorporation
and net proceeds of sale will be remitted to you upon surrender of your ADR(s)
Certificate(s) to Computershare
If you have any questions regarding the procedure for exchanging
your ADS(s) for News Corporation shares, please contact Computershare, at the
address indicated on the Letter of Transmittal or at (▇▇▇)▇▇▇-▇▇▇▇, Local
Telephone No. (▇▇▇)▇▇▇-▇▇▇▇.
November [Date], 2004 Very truly yours,
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇
Exhibit C
Outstanding Exchanges
1. United television
2. ▇▇▇▇▇ ▇▇▇▇▇ Industries Class B Common
3. ▇▇▇▇▇ ▇▇▇▇▇ Industries Common
4. ▇▇▇▇▇ ▇▇▇▇▇ Industries $1.40 Convertible Preferred
5. BHC Communications
6. Heritage Media Corporation Pre-Split Class A Common
7. Heritage Media Corporation Post-Split Class A Common