XFL (TSE: 9399) to convert Class B to Class A Common Shares in Subsidiary XFMedia
22 Dicembre 2008 - 2:58PM
PR Newswire (US)
Company relinquishes control vote rights SHANGHAI, China, Dec. 22
/PRNewswire-Asia-FirstCall/ -- Xinhua Finance Limited ("XFL", or
"the Company", TSE Mothers: 9399 and OTC: XHFNY) today announced
that it will convert its ownership interest in its subsidiary
Xinhua Finance Media ("XFMedia", Nasdaq: XFML) from class B common
shares ("Class B Shares") to class A common shares ("Class A
Shares"), thus relinquishing its super voting rights in XFMedia.
The change will be effective as at December 31st, 2008. XFMedia's
Class A Shares trade on the Nasdaq Global Market in the form of
ADSs under the symbol "XFML". (Logo:
http://www.xprn.com/xprn/sa/200702151700.gif ) The Class B Shares
held by XFL are common shares, and have ten votes per share,
compared with one vote per share for Class A Shares, and have given
XFL control of approximately 82% of the voting rights in XFMedia.
Other than the enhanced voting rights of the Class B Shares, the
rights of the two classes of shares are identical. After the Class
B Shares have been converted into Class A Shares, XFL will hold and
be entitled to vote approximately 32% of the outstanding Class A
Shares, and there will be no other Class B Shares outstanding. The
32% beneficial interest of XFMedia held by XFL before and after
this conversion will remain unchanged. Mr. Jae Lie, CEO of XFL,
commented, "Conversion of the Class B Shares to Class A Shares will
enable XFL to deconsolidate XFMedia and all of its subsidiaries
which will significantly reduce XFL's ongoing accounting, audit,
and legal costs. In addition, through this change, XFL will
eliminate the implied control discount which could lift the value
of the Class A Shares including the Class A Shares to be held by
XFL after the conversion. Further, this change will improve
transparency by providing investors with a clearer picture of XFL
and its economic interest in XFMedia, which reflects the increasing
independence of the two companies." Ms. Fredy Bush, CEO of XFMedia
commented, "The change from Class B to Class A common shares of our
largest shareholder offers us more flexibility going forward. While
XFL will decrease their costs, XFMedia will be offered the
opportunity to more readily execute financial and operating
decisions which could greatly improve shareholder value." For more
information, please contact: Contacts for XFL: Media Contact: Joy
Tsang Tel: +86-21-6113-5999 Email: IR Contact: Charles Lau Tel:
+852-3196-3779 Email: Contacts for XFMedia: Media Contacts: Joy
Tsang XFMedia Tel: +86-21-6113-5999 Email: Lindsay Koval AGG
International Tel: +1-212-614-4170 Email: IR Contacts: Edward Liu
XFMedia Tel: +86-21-6113-5978 Email: Howard Gostfrand American
Capital Ventures Tel: +1-305-918-7000 Toll free: +1-877-918-0774
Email: About Xinhua Finance Limited Xinhua Finance Limited ("XFL")
is China's premier financial information service provider and is
listed on the Mothers Board of the Tokyo Stock Exchange (Ssymbol:
9399) (OTC ADRs: XHFNY). Bridging China's financial markets and the
world, Xinhua Finance's proprietary content platform, comprising
Indices, Ratings, Financial News, and Investor Relations, serves
financial institutions, corporations and re-distributors worldwide.
Through its subsidiary Xinhua Finance Media Limited (NASDAQ:XFML),
XFL leverages its content across multiple distribution channels in
China including television, radio, newspaper, magazine and outdoor
media. Founded in November 1999, XFL is headquartered in Shanghai,
with offices and news bureaus spanning 11 countries worldwide.
About XFMedia Xinhua Finance Media ("XFMedia"; NASDAQ: XFML) is a
leading media group in China with nationwide access to the upwardly
mobile demographic. Through its synergistic business groups,
Broadcast, Print and Advertising, XFMedia offers a total solution
empowering clients at every stage of the media process and
connecting them with their target audience. Its unique platform
covers a wide range of media assets, including television, radio,
newspaper, magazine, outdoor, online and other media assets.
Headquartered in Beijing, the company has offices and affiliates in
major cities of China including Beijing, Shanghai, Guangzhou,
Shenzhen and Hong Kong. For more information, please visit
http://www.xfmedia.cn/ . Safe Harbor Statement This announcement
contains forward-looking statements. These statements are made
under the "safe harbor" provisions of the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements can
be identified by terminology such as "will," "expects,"
"anticipates," "future," "intends," "plans," "believes,"
"estimates," 'confident' and similar statements. Among other
things, quotations from management in this announcement contain
forward-looking statements. Statements that are not historical
facts, including statements about managements beliefs and
expectations are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties that could
cause actual results to differ materially from those contained in
any forward-looking statements. Potential risks and uncertainties
include, but are not limited to, risks outlined in XFMedia's
filings with the U.S. Securities and Exchange Commission, including
its annual report on Form -20-F, and XFL's filings with the Tokyo
Stock Exchange, including its Securities Report. All information
provided in this press release is as of the date hereof, and the
Company undertakes no duty to update such information, except as
required under applicable law. DATASOURCE: Xinhua Finance Limited
CONTACT: Contacts for XFL: Media Contact: Joy Tsang,
+86-21-6113-5999, or ; Or IR Contact: Charles Lau, +852-3196-3779,
or ; Or Contacts for XFMedia: Media Contacts: Joy Tsang of XFMedia,
+86-21-6113-5999, or ; Or Lindsay Koval of AGG International,
+1-212-614-4170, or ; Or IR Contacts: Edward Liu of XFMedia,
+86-21-6113-5978, or ; Or Howard Gostfrand of American Capital
Ventures, +1-305-918-7000, or Toll free, +1-877- 918-0774, or Web
site: http://www.xfmedia.cn/
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