Overseas investment decision for case 200710064 - Red Earth Holdings B.V.

The application has been approved as it met the criteria.

Red Earth is a special purpose vehicle incorporated for the purposes of a joint venture between Publishing and Broadcasting Limited (PBL) and funds managed and advised by subsidiaries and affiliates of CVC Capital Partners Group sarl (CVC). CVC is ultimately owned by the funds which are managed by CVC comprising:

1. CVC European Equity Partners IV (CVC Europe IV)
2. CVC Capital Partners Asia II (CVC Asia II); and
3. CVC European Equity Partners Tandem Fund (CVC Tandem); and
4. syndicated co-investors of CVC Asia II.

CVC Europe IV and CVC Tandem are advised and managed by CVC, while CVC Asia II is advised and managed by entities controlled by CVC and Citibank N.A. CVC is a leading international private equity group with over 25 years of investment experience. Funds advised by CVC Capital Partners have invested in over 236 companies for a total consideration of over US$85 billion.
The investors in the funds advised by CVC are typical of investors in most global private equity funds being primarily a combination of institutions and pension funds mainly from Europe and the United States of America.

Red Earth Holdings B.V. (Red Earth) is a special purpose vehicle incorporated in the Netherlands for the purposes initially of providing funding to Publishing and Broadcasting Limited (PBL) by acquiring the convertible securities and subsequently the new securities in PBL Media and Media Trust.

PBL is Australia's leading diversified media company with interests in media, gaming and entertainment. PBL's businesses include ACP Media Limited New Zealand's largest magazine publisher. As part of a restructuring and recapitalisation of PBL's businesses, PBL Media and Media Trust were established and media interests, including ACP Magazines, Nine Network (including its interest in Sky News), its 50% interest in ninemsn and its 41% shareholding in carsales.com.au.

This acquisition of the convertible securities resulted in PBL and Red Earth each holding a 50 percent economic interest in PBL Media and Media Trust but with PBL having effective control. Following the conversion of the convertible securities, subject to approval from the Australian Government, Red Earth will hold the new securities representing 50 percent of the share capital in PBL Media and 50 percent of the units in Media Trust.