Exhibit 4.6
EXCHANGEABLE PREFERRED SECURITY CERTIFICATE
[Include if Exchangeable Preferred Security is in global form: THIS
EXCHANGEABLE PREFERRED SECURITY IS A GLOBAL CERTIFICATE WITHIN THE MEANING OF
THE DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") OR A NOMINEE OF THE DEPOSITARY. THIS
EXCHANGEABLE PREFERRED SECURITY IS EXCHANGEABLE FOR EXCHANGEABLE PREFERRED
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION AND NO
TRANSFER OF THIS EXCHANGEABLE PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS
EXCHANGEABLE PREFERRED SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.]
[Include if Exchangeable Preferred Security is in global form and The
Depository Trust Company is the Depositary: UNLESS THIS EXCHANGEABLE PREFERRED
SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE TRUST OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY EXCHANGEABLE PREFERRED
SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
[Include if Exchangeable Preferred Security is restricted: THE
SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF
THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A
"QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
"OFFSHORE TRANSACTION" PURSUANT TO RULE 904 OF REGULATION S, (2) AGREES THAT IT
WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF
TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT OR ANY SUCCESSOR
PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF
ANY PREDECESSOR OF THIS SECURITY) OR THE LAST DAY ON WHICH THE
COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF THIS SECURITY) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE
REQUIRED BY APPLICABLE LAWS) (THE "RESALE RESTRICTION TERMINATION DATE"), OFFER,
SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE NEWS CORPORATION
LIMITED OR NEWS AMERICA INCORPORATED, (B) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS
THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-US
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE
TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY, THE TRUSTEE, THE TRANSFER
AGENT AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER (I) PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF
TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED
AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON
THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. AS USED
HEREIN, THE TERMS "OFFSHORE TRANSACTION", "UNITED STATES" AND "U.S. PERSON" HAVE
THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.]
THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL
INCOME TAX PURPOSES. WITH RESPECT TO THIS SECURITY WITH A PRINCIPAL AMOUNT OF
US$1,000 (A) THE ISSUE PRICE IS US$1,000 AND (B) THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT IS US$1,357.23. THE ISSUE DATE OF THIS SECURITY IS MARCH 21, 2003. THE
YIELD TO MATURITY OF THIS SECURITY, COMPOUNDED SEMI-ANNUALLY, IS 4.85%. THE
SCHEDULE OF
PROJECTED PAYMENTS OF THIS SECURITY WITH A PRINCIPAL AMOUNT OF US$1,000 CONSISTS
OF (A) A PAYMENT OF INTEREST EQUAL TO US$3.625 ON SEPTEMBER 15, 2003, (B)
PAYMENTS OF INTEREST EQUAL TO US$3.75 ON EACH SUBSEQUENT SEMI-ANNUAL INTEREST
PAYMENT DATE (INCLUDING THE MATURITY DATE) AND (C) A PAYMENT OF A PROJECTED
AMOUNT AT THE MATURITY DATE OF THIS SECURITY (EXCLUDING THE STATED SEMI-ANNUAL
INTEREST ON THIS SECURITY PAYABLE ON SUCH DATE) EQUAL TO US$2,357.23.
Certificate Number Number of Exchangeable Preferred Securities:
CUSIP NO.
Certificate Evidencing Exchangeable Preferred Securities
of
News Corporation Finance Trust II
0.75% Senior Exchangeable Preferred Securities
(Original Liquidation Preference $1,000 per Exchangeable Preferred Security)
NEWS CORPORATION FINANCE TRUST II, a statutory trust formed under the
laws of the State of Delaware (the "Trust"), hereby certifies that CEDE & CO.
(the "Holder") is the registered owner of ___________ (_______) exchangeable
preferred securities of the Trust representing undivided beneficial interests in
the assets of the Trust designated the 0.75% Senior Exchangeable Preferred
Securities (the "Exchangeable Preferred Securities"). The Exchangeable Preferred
Securities are transferable on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Exchangeable
Preferred Securities are set forth in, and this certificate and the Exchangeable
Preferred Securities represented hereby are issued and shall in all respects be
subject to, the provisions of the Amended and Restated Declaration of Trust of
the Trust dated as of March 21, 2003, as the same may be amended from time to
time (the "Declaration"), including the designation of the terms of the
Exchangeable Preferred Securities as set forth in Annex I thereto. Capitalized
terms used herein but not defined shall have the meaning given them in the
Declaration. The Holder is entitled to the benefits of the Exchangeable
Preferred Securities Guarantee to the extent provided therein. The Company will
provide a copy of the Declaration, the Exchangeable Preferred Securities
Guarantee and the Indenture to a Holder without charge upon written request to
the Company at its principal place of business.
Upon receipt of this certificate, the Holder is bound by the
Declaration and is entitled to the benefits thereunder.
By acceptance, the Holder agrees to treat, for United States federal
income tax purposes, the Debentures as indebtedness and the Exchangeable
Preferred Securities as evidence of indirect beneficial ownership in the
Debentures.
Unless the Property Trustee's Certificate of Authentication hereon has
been properly executed, these Exchangeable Preferred Securities shall not be
entitled to any benefit under the Declaration or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Trust has executed this certificate as of this
21st day of March 2003.
NEWS CORPORATION FINANCE TRUST II
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Arthur M. Siskind, as Trustee
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Paula M. Wardynski, as Trustee
PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Exchangeable Preferred Securities referred to in the
within-mentioned Declaration.
Dated:
The Bank of New York,
as Property Trustee
By:
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Authorized Signatory
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers this Exchangeable
Preferred Security Certificate to:
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(Insert assignee's social security or tax identification number)
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(Insert address and zip code of assignee)
and irrevocably appoints
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agent to transfer this Exchangeable Preferred Security Certificate on the books
of the Trust. The agent may substitute another to act for him or her.
Date:
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Signature:
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(Sign exactly as your name appears on the other side of this Exchangeable
Preferred Security Certificate)
EXCHANGE NOTICE
To exchange this Security as provided in the Declaration check the box: [_]
To exchange only part of this Security, state the Original Liquidation
Preference to be exchanged (which must be $1,000 or an integral multiple of
$1,000):
$
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If the Company elects to deliver BSkyB Ordinary Shares, in whole or in part,
upon exchange indicate whether you would prefer BSkyB Ordinary Shares [_] BSkyB
ADSs [_]
Please fill in the form below providing the information requested with respect
to the holder of BSkyB Ordinary Shares or ADSs
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(Insert social security or tax ID no.)
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(Print or type other person's name, address and zip code)
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Date:
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Your Signature:
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(Sign exactly as your name appears on
the other side of this Security)
Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Trustee, the Exchange Agent, the Security Registrar or the
Transfer Agent, as the case may be, which requirements include membership or
participation in STAMP or such other "signature guarantee program" as may be
determined by the Trustee, the Exchange Agent, the Security Registrar or the
Transfer Agent, as the case may be, in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
PURCHASE NOTICE
To cause the Company to purchase this Security on ________ __, 20__,
check the box: [_]
In addition, set forth the following information:
(a) The Certificate Number(s) of the Securities that will be delivered
to be purchased;
(b) The portion of the Original Liquidation Preference of the
Securities that will be delivered for purchase (which must be $1,000 or an
integral multiple thereof); and
(c) If the Company has elected to pay all or a portion of the Purchase
Price by the delivery of BSkyB Ordinary Shares, but such portion may not be paid
as a result of failure to satisfy one or more required conditions prior to the
Purchase Date, the undersigned elects (select one):
[_] to withdraw such Purchase Notice as to $________ Original Liquidation
Preference of Securities (Certificate Nos. ) and to receive cash as to the
remainder of the Securities referred to in clause (b) above
[_] to receive cash in respect of the Purchase Price for all Securities subject
to such Purchase Notice
The undersigned acknowledges that this Security will be delivered
pursuant to the terms and conditions specified in the Indenture and paragraph 6
hereof.
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Date: Your Signature
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(Sign exactly as your name appears on the other side of this Security)
Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Trustee, the Exchange Agent, the Security Registrar or the
Transfer Agent, as the case may be, which requirements include membership or
participation in STAMP or such other "signature guarantee program" as may be
determined by the Trustee, the Exchange Agent, the Security Registrar or the
Transfer Agent, as the case may be, in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
CHANGE OF CONTROL PURCHASE NOTICE
FOR CERTIFICATED SECURITIES
To cause the Company to purchase this Security in the event of any
Change of Control of News Corporation, check the box: [_]
In addition, set forth the following information:
(a) The Certificate Number(s) of the Securities that will be delivered
to be purchased; and
(b) The portion of the Original Liquidation Preference of the
Securities that will be delivered for purchase (which must be $1,000 or an
integral multiple thereof).
The undersigned acknowledges that this Security will be delivered
pursuant to the terms and conditions specified in the Indenture and paragraph 6
hereof.
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Date: Your Signature
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(Sign exactly as your name appears on the other side of this Security)
Signatures must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Trustee, the Exchange Agent, the Security Registrar or the
Transfer Agent, as the case may be, which requirements include membership or
participation in STAMP or such other "signature guarantee program" as may be
determined by the Trustee, the Exchange Agent, the Security Registrar or the
Transfer Agent, as the case may be, in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.