Broadcast TV viewing remains strong while online video slowly increases

Broadcast television viewing remains strong, up 26 minutes per month year-on-year despite a 22% increase in internet-capable TVs in Australian households.

 

Nielsen, OzTAM and TAM’s latest Australian Multiscreen Report shows in Q2 2014, Australians watched 97 hours and three minutes on average of broadcast television, both free-to-air and subscription. This figure, slightly more than three hours per day, has remained consistent over the past decade.

Internet-capable televisions are now in 27% of homes, up 22% since this time last year.

The report finds live and playback viewing has remained steady for the past two years but other screen use is rising.

While continuing broadcast television habits, Australians are taking up new ways to use their TV sets such as using games consoles, personal video recorders (PVRs) and over-the-top (OTT) internet services.

Streaming videos on PCs, tablets and smartphones is slowly increasing. 18 to 25-year-olds watch more online video than other age groups. Each month, the average Australian is viewing online video for:

  • 8 hours and 8 minutes via PC or laptop – 7.5%, up from 6:26 a year ago (over-2s),

  • 1 hour and 56 minutes via smartphones –  1.8% (over 16s), and

  • 1 hour and 47 minutes via tablet – 1.6% (over-16s).

But people are still mostly using their TV screens – 89% of all video viewing including broadcast and non-broadcast content is on traditional television sets (97 hours and 3 minutes).

screen viewing infographic

Tablet ownership has increased 33% since last year to 42% of Australian homes. 71% of Australian over-16s own a smartphone, slightly more than in Q1 2014 (69%) and Q2 2013 (65%).

55% of Australian homes have at least one PVR, and the average Australian spends just less than eight hours a month watching playback. The figure has only slightly increased since last year.

 

Realestate.com.au enlists Arnold Schwarzenegger to assault Australian screens

A new brand campaign for Realestate.com.au starring Hollywood icon Arnold Schwarzenegger is hitting screens with a high-impact media schedule, commandeering all free-to-air and Australian subscription commercial television and major digital advertising networks simultaneously.

 

REA Group’s new brand campaign for Realestate.com.au hits this week with a high-impact media schedule. It used Nielsen and OzTam data to inform its strategic multi-channel and cross-platform approach. The seven television commercials starring Arnold Schwarzenegger, to be rolled out in the coming weeks, will capitalise on the 6.20pm time slot when many Australians are watching television while using a digital device.

An estimated 2.7 million Australians experienced the premiere on Sunday, 3 August of the new realestate.com.au brand campaign, ‘Australia Lives Here’.

The campaign aims to show property seekers that Realestate.com.au offers much more than property listings.

The series of television commercials begins when Arnold Schwarzenegger discovers realestate.com.au in his search to move back to his beloved Austria.

Under the incorrect assumption that the ‘.au’ is an Austrian site, Arnie goes through a comedy of errors in his quest to find the perfect home, despite the gentle prompts from his in-the-know Australian assistant, Dylan.


 

Realestate.com.au group manager marketing strategy Natalie Feehan said the campaign was a culmination of six months of work refining the company’s brand strategy to support future growth.

“The brand has been known and widely accepted as Australia’s number one property site. The fact is, we know our audience engages with our site throughout the property cycle, not just when they are buying and selling, so we wanted to expand perception of the site by creating an engaging campaign that tells a story.”

Agency BWM’s managing director Mark Watkin said the idea of using Arnold Schwarzenegger was deliberately left-field.

“When we conceived the creative idea of Arnold as the lead character, it was because we wanted cut through and to make people think differently about the realestate.com.au brand. The campaign ultimately is about discovery; so that people are curious to find out more.”

Feehan said Arnie’s story discovering realestate.com.au would show viewers parts of the site including suburb profiles, sold price information, investment data and editorial content.

Mediacom chief executive officer Mark Pejic said the media schedule would help allow the story unfold through a narrative.

“The media schedule was planned to amplify the high impact of creative at launch in a way that would get Australia’s attention. Beyond launch, it’s really interesting to see a story like this play out over time across television, online, social media, print and outdoor media.”

Arnie said he hadn’t had this much fun on the small screen in a long time.

“I had such a fantastic experience making the commercials for realestate.com.au with acclaimed American comedy director John Hamburg. I learnt a lot about Australia in the process, like how to say Wagga Wagga. I also found it’s hard to find a home with a cheese cave or professionally equipped gym,” he said.

Arnold Schwarzenegger is starring in realestate.com.au’s new TVCs for brand campaign on a high-impact media schedule

 

Realestate.com.au has set up a campaign webpage at realestate.com.au/auslives here and a hashtag, #ausliveshere on Twitter.

 

Broadcast TV viewing up slightly year on year, multi-screening now the norm

The average Australian watched 93 hours and 16 minutes of broadcast television in the first quarter of 2014, a slight year-on-year increase, while the majority of viewers now engage in multi-screen behaviour.

 

Australians are increasingly using laptops, tablets and mobile phones to complement rather than substitute traditional television, according to the ‘Q1 2014 Australian Multi-Screen Report’ by OzTAM, Regional TAM and Nielsen, released today.

In the first quarter of 2014 people watched an average of 93 hours and 16 minutes of broadcast television each month on their in-home TVs, up 37 minutes on the same quarter a year earlier, a 0.66% increase.

Age groups watching more broadcast TV year-on-year include under-12s (up three and a half minutes), 18 to 24s (up 44 minutes), 35 to 49s (up nearly an hour) and over-65s (up 11 minutes).

About 92% of all TV viewing was live-to-air and 8% was playback (viewing of pre-recorded content within seven days of original broadcast). On average, Australians spent 27 minutes more each month watching playback than in Q1 last year.

Australians spent nearly eight hours a month watching online video via PC or laptop, and over-16s spent nearly two hours watching online video on smartphones and on tablets.

Multitasking continues to be common while watching TV, with 67% of online Australians simultaneously using another device at least once a month.

Over-16s who multitask while watching TV most often use laptops, followed by desktop computers, smartphones and then tablets – this is relative to household ownership rates of these technologies.

Teenagers and 25-to-34-year olds are the age groups most likely to multitask.

Over-65s are the heaviest TV viewers (watching for more than 150 hours a month) but they are the age group least likely to multitask (48% claim to ever do so, compared with 74% for all over-16s).

But in Q1 2014, over-65s increased their playback viewing more than any other age group (up almost two hours a month on last year to almost 10 hours).

16 to 17 year olds are the heaviest viewers of video via mobile phones, at nearly nine minutes a month.

Although 18 to 24 year olds spend the most time watching video when TV and other connected devices are combined, they are the lightest TV viewers. However, this age group spent 44 minutes more per month watching TV in Q1 2014 than they did a year earlier.

Under-13s spend two thirds of their screen time watching TV and are the age group most likely to use their televisions for other activities such as gaming.

 

Media Monday: Abbott calls social media ‘electronic graffiti’; in-flight mag readership is flying; 10′s worst OzTam ratings ever

  • PM Tony Abbott describes social media as ‘electronic graffiti’
  • In-flight magazine readership is, well, flying, and
  • Channel 10 posts worst ratings since OzTam ratings started.

 

Prime Minister Tony Abbott has commented on the effect that the 24-hour news cycle has had on Australian politics and described social media as ‘electronic graffiti’ in an interview with esteemed political reporter Michelle Grattan.

See the PM’s comments below:

Michelle Grattan: I’ve heard it said that you believe the political process has speeded up considerably since the Howard days. Do you think the PM’s job has changed since those days?

Tony Abbott: I think there is no doubt that the advent of 24/7 news channels, which are voracious in their demand for constant new content, has accelerated the political process. The rise of social media, in addition to talkback, I think has intensified the political process.

The thing about social media is that it is anonymous, so it can be much more vitriolic and extreme than normal media and yet it is there for everyone to see. It is kind of like electronic graffiti. The political process is accelerated and intense in a way that I don’t believe it ever really has been before

Michelle Grattan: And that’s changed the prime minister’s job?

Tony Abbott: It is just an added element of pressure, that’s all.

 

Airline magazines are flying high with a 14% increase in readership in the past year, the latest results from Roy Morgan Research show. In 2013, 841,000 Australians read at least one airline magazine in an average month – over 100,000 more readers than in 2012.

Qantas’ inflight magazine The Australian Way looks set to crack the half-million mark after scoring a 15% rise from 430,000 monthly readers in 2012 to 496,000 in the 12 months to December 2013.

After reaching 282,000 monthly readers earlier in the year, Virgin’s offering Voyeur finished 2013 with an average of 257,000, up 4% on its 2012 results.

But Jetstar Magazine scored the year’s biggest annual proportion gain: up 18% to 214,000 average monthly readers.

Double-digit growth for the Qantas and Jetstar publications landed each among the top 10 fastest growing magazines in the country for 2013.

In-flight magazine readership trend:

Source: Roy Morgan Single Source (Australia), January 2011 to December 2013: rolling 12 months by quarter, Australians 14+ average n = 51,653

Tim Martin, general manager, media, Roy Morgan Research, says, “Despite the pressure the airline industry is under, airline magazines are growing, and continuing to reach a lucrative audience.

“25% of people who earn over $250,000pa read an airline magazine in an average month; of these, the vast majority read Qantas: The Australian Way.

“Airline magazine readers are 86% more likely than the average Australian to intend to buy a new car in the next year, with preferences tending towards purchasing the luxury car brands such as BMW, Lexus and Volvo.

“The strong performance of the travel magazine category and its skew towards male readership (60% of readers are men) is consistent with recent readership growth in titles targeted towards men.”

 

Things appear to be going from bad to worse over at Channel 10 with the network posting its lowest ever Sunday night ratings with a 5.9% audience share last night, according to the preliminary OzTam ratings. This is the lowest audience share for the network’s main channel since OzTam ratings started in 2010.

Nine’s The Block: Fans v Faves trumped Seven’s My Kitchen Rules with Nine pulling in an audience of 1.732 million for the show, and was the highest rating show of the night. MKR was still the second most watched show of the evening, bringing in 1.570 million viewers.

Top 10 shows of the night:

  1. The Block: Fans v Faves Nine 1.732m
  2. My Kitchen Rules Seven 1.570m
  3. 60 Minutes Nine 1.424m
  4. Seven News Seven 1.331m
  5. Nine News Nine 1.260m
  6. Sunday Night Seven 1.185m
  7. Downton Abbey Seven 1.095m
  8. Fat Tony & Co Nine 1.036m
  9. ABC News ABC1 828,000
  10. Rake ABC1 759,000

 

Sunday network share: 

  • Nine 27.5%
  • Seven 26.5%
  • ABC1 11.2%
  • TEN 5.9%
  • ONE 5.0%
  • GO! 4.5%
  • 7TWO 3.5%
  • Gem 3.3%
  • SBS ONE 3.1%
  • 7mate 3.0%
  • ABC2 2.2%
  • ELEVEN 1.6%
  • ABC News 24 1.1%
  • ABC3 0.7%
  • SBS 2 0.7%
  • NITV 0.2%

 

Images credit: Phillip Minnis / Shutterstock.com

Tablets not suspected in fall of TV, but may kill the PVR

Time spent watching broadcast TV dropped noticeably in quarter four of last year, however rapidly-increasing tablet penetration in homes is not a suspect behind the downturn.

Now in 27% of Australian households, tablets were found to be supplementary to ‘traditional’ television viewing, which dropped by about 10% quarter on quarter and 3.5% year on year to an average of 91 hours and 5 minutes per month.

Nielsen, OzTAM and Regional TAM’s ‘Australian Multi-Screen Report’ and a separate tablet study found only 2% of new iPad users watch TV programs broadcast on either free-to-air or subscription television networks via the tablet devices. Other screens, including smartphones and PCs, also fail to put a major dent in the dominance of the ‘big screen’ with the television set accounting for 93% of all video content viewing.

The additional tablet study, which tracked the introduction of tablets into 30 households over 12 weeks during the second half of 2012, suggests tablets quickly entrench themselves in Australian homes when purchased, CEO of OzTAM, Doug Peiffer, says. “Their role is complementary rather than rival to TV, which remains remarkably resilient in an era of extraordinary consumer choice.”

The tablet is most commonly used to consume TV content if a program is missed on TV for reasons of convenience and portability. Around a quarter of users claim to use the tablet to watch any kind of video content in a month.

People meters attached to TV sets of participants in the special tablet study show, after an initial exploratory period, household TV screen use returns to normal, with viewing of live TV in some cases rising. Both before and after receiving tablets, 100% of study participants said the conventional TV screen was their preferred and primary device for watching TV.

However, TV playback viewing activity via PVRs was slow to recover during weekdays, suggesting the presence of tablets is influencing the days people do their catch-up viewing, with PVR use reducing and consigned to weekends.

The lion’s share of TV viewership remains live, with 93% of content consumed during broadcast slots and playback accounting for only 7% or 6 hours and 30 minutes per month.

Average daily time spent viewing television has been consistent over the past ten years, even as technology and entertainment choice causes audiences to splinter across screens. Across calendar 2012, Australians watched an average of 3 hours and 11 minutes of TV a day, compared to an average of 3 hours 18 minutes in 2003.

The combination of extended screens (PC and mobile phone, tablet time not tracked) for used for watching any video content accounts for 7% of video consumption on traditional TV sets. More than 11.1 million Australians watch video content online via a PC or laptop, for an average of 5 hours and 54 minutes per month. Such viewing is highest among people aged 18 to 24 years at 11 hours and 36 minutes.

Smartphone owners spend an average of 1 hour 20 minutes watching any video on the device each month.

Tablets are the device most likely to be used simultaneously to TV viewership, with 43% of people claiming to have done so at least once a month. On smartphones 40% were multi-tasking in concert with watching TV while 24% used laptops while watching the box.

Simultaneous tablet use is predominantly for activities unrelated to the TV program or advertising being watched, the most popular being messaging, shopping research and access of other entertainment content. Only one in three view content related to the TV program or advertising.

Technology in Australian homes is reaching new heights, the study also found. Digital TV is now practically universal, present among 98% of homes while household internet penetration is stable at 79%, with an average of 50 hours and 42 minutes spent online per month.

Internet-connected TVs can be found in 20% of homes, just behind tablets which are present in 27% of households after strong growth of 12% throughout the year.

Traditional broadcast television, however, still commands the most wide-reaching daily audience, hitting more than three quarters of the population every day.

 

Live TV decline begins: Empowered consumers splinter away from broadcast

Viewing of live broadcast TV declined in the third quarter of calendar 2012, with more consumers moving to catch up services, and internet-connected TVs now in use in 18% of homes.

While the television set remains the hub of screen activity, according to the latest ‘Australian Multi-Screen Report’, as screen usage for non-broadcast content increases to 18.1% of the average set’s use, time spent watching live broadcast content slightly declined during the quarter.

People now spend approximately 100 hours each month watching broadcast television on the traditional set, but the share of this watched live has declined to 93%. Between July and September, consumers spent 7 hours a month watching broadcast content through some form of playback.

The prevalence of personal video recorders (PVRs), internet-connected TVs and catch up TV services is giving viewers greater choice in where, when and how much television they view, CEO of OzTAM, Doug Peiffer says.

“The insights provided by the Australian Multi-Screen Report give the industry greater clarity on evolving TV consumption habits; it shows the hub of consumers’ screen activity remains the television set, with people adding to their viewing with new devices,” Peiffer says.

Although the study, conducted by Nielsen for OzTAM, hasn’t recently measured time spent watching video on smartphones or tablets, it claims that 95% of all viewing occurs via traditional television set.

The other 5% is calculated by rolling together the current quarter’s figure for video watched via PCs or laptops with quarter four of 2011’s figure for video watched via smartphones. Time spent watching video on tablets is yet to be recorded by the study.

In the latest period, 45% of Australians watched some video (broadcast and non-broadcast content) online via a PC or laptop for on average almost 4 hours per month.

In quarter four of 2011, smartphone video watchers spent on average of 1 hour and 20 minutes per month consuming video clips.

The study estimates that tablet ownership has reached 22% of homes, up from 19% in the previous quarter.

“We continue to see that as Australians gain access to now four key screens — across TV, PC, tablet and mobile — they consume more video, continuing a long term trend of Australians being some of the most enthusiastic consumers of media in the world,” Matt Bruce, managing director of Nielsen’s Media Group, comments.

While consumers are splintering across multiple screens, the traditional TV set continues to solidify itself as the hub of media consumption. Australians are increasingly using their TV screen for non-live telecast purposes, such as gaming, viewing DVDs, online browsing and playback.

The top online activities conducted via internet TVs are watching online videos and accessing news (equally popular) followed by accessing weather information and sport news, information and results.

TV fights off online video: Aussies continue to prefer lean back experience

Viewership of broadcast television remained steady in the second quarter of 2012, with the average viewer watching 100 hours per month, a point it has hovered around for the past year.

The findings, from Nielsen and OzTAM’s ‘Australian Multi-Screen Report’, show that 95% of all video content is accessed through the traditional television set, despite an increasingly connected audience and increasing flexibility of content options.

Among the 45% of Australians who accessed broadcast or non-broadcast content on PCs, the report estimates an average of three hours and 58 minutes were spent watching video per month. However, this figure does not include current estimates for time spent watching video via smartphones and tablets, which were last collected in quarter four of 2011.

Young Gen Y’s are the most likely to engage in multi-screen behaviour, with people aged 18 to 24 years spending the most time per month (six hours and 25 minutes) of any age group watching video on a PC. They are also the most likely to watch TV via catch up or playback means, with 9.6% engaging in this behaviour.

CEO of OzTAM, Doug Peiffer, says, “Australians love television and are increasingly using new devices to stay in touch with their favourite programs and enjoy video whenever and wherever they wish.”

60% of online Australians aged 16+ multi-task by using their TV screens and computer screens simultaneously, the report also found, indicating that the second screen continues to play a complementary role to TV viewing rather than threatening to replace it.

Broadcasters are seeing the complementary nature of the second screen as an opportunity, with both Channel 7 and Channel 9 releasing social TV apps this year. As of August, Channel 7′s Fango had been downloaded 537,000 times, with over 50,000 polls and more than 90,000 trivia questions answered during the month.

Channel 9 launched its social TV app ‘Jump In’ to coincide with the 2012 London Olympics but is yet to engage in promotion of the app outside of the Games’ period.

Nielsen to measure multi-screen viewing for OzTAM under extended contract

Nielsen’s contract to supply metropolitan television audience measurement has been extended by OzTAM until 2017, and the service will be improved to incorporate metrics for viewing across multiple screens, which OzTAM hopes to make available to advertisers later in the year.

OzTAM CEO Doug Peiffer says the extension of the contract provides continuity as Nielsen and OzTAM work together to enhance the service.  ”This new agreement leverages OzTAM’s substantial investments including the introduction of its time shift viewing service, upgrading all panel homes to the state-of-the-art UNITAM metering system and decisions this year to increase the size of the OzTAM panels.”

OzTAM’s panel will increase from 3035 homes to 3500 homes over the course of the year, taking the number of panel homes to 950 in Sydney, 900 in Melbourne, 650 in Brisbane, 500 in Adelaide and 500 in Perth.

In addition, 10% of OzTAM’s 3500 panel homes will have both their TV sets and their PCs metered for viewing of broadcast TV content.

CEO of Nielsen’s Television Audience Measurement in Australia David Ellem, says, “Television viewing habits are evolving as new technologies create additional opportunities to view and we look forward to working with OzTAM to help Australian media owners, agencies and advertisers understand and leverage these developments in the coming years.”

The new agreement takes effect on 1 January, 2015 and continues through 2017.

 

TV holds its own against smartphones and tablets

Despite smartphone penetration of around 50% and tablet uptake of 15%, time spent watching video on traditional TVs continues to grow, according to the latest Australian Multi-Screen Report.

Australians spend around 100 hours a month watching traditional TV, an increase of 1.2% year-on-year, meaning that of all the video content watched 96% of it is consumed via the humble TV.

However, video viewing via PCs and smartphones is growing rapidly and according to the research, conducted by OzTam and Nielsen, is expected to chip away at the dominance of TV.

Matt Bruce, managing director of Nielsen’s media group, says the fast adoption of smartphones and tablets is broadening the viewing opportunities of TV across multiple platforms. Nielsen forecasts tablet use among online Australians will more than double this year to 39%, while smartphone ownership is expected to reach 64%.

“The rapid rise of these devices and new technologies is further extending Australians’ TV viewing opportunities,” Bruce says.

The greater access of video through TV is put down to the increased choice afforded by digital TV, now present in 96% of households, and personal video recorders (PVRs), found in 47% of homes.

Across all devices, time spent watching video grew in quarter one of 2012. PCs were the next most common source of video watched, with an average of three hours and 15 minutes spent watching per month, up from two hours and 7 minutes in quarter one, 2011. Via smartphone, users spent an average of one hour and 20 minutes per month watching video, up from 35 minutes a year ago. Time spent watching video via tablets was not reported, but the practice has grown from just 2% of the total online population at the end of 2010 to 5% by the end of 2011.

Australia’s first multi-screen viewing report sees TV up, online video not taking off

Australia’s first multi-screen viewing report, released today by Nielsen, OzTAM and Regional TAM, shows that new sources of video content are adding to, rather than cannibalising, traditional TV which continues to rise in use.

The ‘Australian Multi-Screen Report’ found that PVRs, internet-delivered video, tablets and smartphones are creating additional opportunities to view video content, but compared to traditional TV the access of video content through other devices remains low.

Head of Nielsen’s media industry practice in Australia, Matt Bruce, says the findings provide much-anticipated insights into the way media is consumed, thereby helping to understand viewing habits and more successfully reach and engage with audiences across multiple screens.

“The introduction of DTT [digital terrestrial television] and time-shifted viewing, and the speed with which Australians are adopting new technology which delivers broadcast content anywhere, anytime has impacted the way in which traditional television content is accessed,” Bruce says.

The average monthly time spent viewing television broadcast content in the home via conventional TV sets increased by 6.1% between quarter four 2010 and quarter four 2011 to 113 hours and 38 minutes.

Combined, time spent consuming video content via PC and mobile device accounted for just 4% of this, with three hours 27 minutes spent on PCs and one hour 20 minutes spent on mobile device per month.

Average monthly time spent viewing playback (recorded) television content increased by four hours and 31 minutes (60%) since quarter four 2010, to equal 12 hours per month in quarter four 2011.

According to the study, 95% of all homes have at least one DTT-enabled TV set and 44% of households have access to time-shifting devices, such as PVRs. Penetration at these levels puts playback TV reach at nine million Australians, while 9.9 million watch video on the internet and 0.6 million watch on their mobile phone.

Growth in access of traditional TV occurred across all age groups in 2011, apart from people aged 25-34 years. People aged 18-24 years exhibited the largest increase during the course of year.

Online video consumption also increased across all age demographics during 2011. People aged 18-34 years displayed the highest use of video through PC and mobile phone at five and around three hours a month respectively. The online audience was skewed more towards males in comparison to traditional TV, at 62% male for both PC and mobile, compared to 47% for TV.

Video watched on tablet devices, which now inhabit 10% of metro households, was not tracked in the study.

Seven sweeps ratings season 2011

With summer beginning and the ratings period now closed for the year, the Seven Network has become the first television network to make a clean sweep of the weekly audience ratings since OzTAM began measuring television audiences in 2001.

Seven topped the national weekly average network share in the five key metropolitan areas over the 40 week rating period, while the Nine Network came in second (based on combined figures for each major network and their digital channels).

Nine, however, trumped Seven with the most popular broadcast of 2011: the announcement of the winner of renovation reality show The Block, which had 3.4 million viewers tuning in.

The most watched non-reality show was the first episode of Nine’s Underbelly: Razor, which enjoyed an audience of 2.8 million viewers.

In sport, the running of the 2011 Melbourne Cup narrowly pipped the AFL Grand Final to the post with 2.7 million watching, becoming the most watched sports broadcast of the year.

It was a big year for the Australian free-to-air television landscape, with multi-channels becoming becoming established as the norm.

Network Ten came close to stealing second place from Nine while MasterChef was in full swing, but couldn’t quite get there, and it was ‘big event’ programming like MasterChef, Australia’s Got Talent, and The Block that is paying off for the Australian free-to-air television industry in general.

ACCC allegations lead to new OzTAM director

After investigations by Australian Competition and Consumer Commission (ACCC), OzTAM will appoint an independent director and chair.

The appointment occurs after allegations from the ACCC that OzTAM’s structure had the potential to be anti-competitive and thereby in breach of the Trade Practices Act 1974.

Under the arrangements, an OzTAM nominee director representing the interests of a particular shareholder could affect the reporting and marketing of new digital channels by other free-to-air broadcasters by refusing consent to the separate reporting of ratings data for those new channels,” said Graeme Samuel, ACCC Chairman.

Seven, Nine and Ten, OzTam’s shareholders, will ensure that OzTAM management is authorised to release and report on new digital channels upon request by any free-to-air broadcaster and comply with technical specifications relating to ratings data without board or shareholders’ approval.