NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
For immediate release 7 August 2018
Sky plc ("Sky")
Publication of an offer document by 21st Century Fox ("21CF")
The Independent Committee of Sky notes the publication today of an offer document by 21CF as required by the Takeover Code. Following the publication of the recommended offer document by Comcast on 13 July 2018, and today's publication by 21CF, both the offers made by Comcast and 21CF have now been put to Sky shareholders.
As required under the Takeover Code, the Independent Committee will publish its formal response to the 21CF offer, including customary disclosures required under Rule 25 of the Code, within 14 days.
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Publication on website
A copy of this announcement and 21CF's offer document will be available atwww.skygroup.sky/corporate/investors/offers-for-sky/21st-century-fox-offer by no later than 12 noon (London time) on the business day following the date of this announcement.
Neither the contents of Sky's website nor the contents of any website accessible from hyperlinks on Sky's website are incorporated into or form part of this announcement.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with applicable requirements may constitute a violation of the securities law of any such jurisdiction.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
This announcement may contain certain forward-looking statements, within the meaning of Section 21E of the US Exchange Act and Section 27A of the US Securities Act of 1933, as amended, with respect to the businesses and operations of 21CF, Comcast or Sky and certain plans and objectives of 21CF, Comcast or Sky with respect thereto. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Forward-looking statements also often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning.
Forward-looking statements (including those relating to the consummation of any offer and the anticipated benefits thereof) by their nature address matters that are, to different degrees, uncertain. These and other forward-looking statements, including statements regarding the failure to consummate any offer or to make or take any action required to consummate any offer in a timely manner or at all, are not guarantees of future results and are subject to risks, uncertainties, assumptions and other factors that could cause actual results to differ materially from those expressed in any such forward-looking statements. In addition to the information regarding these risks, uncertainties, assumptions and other factors set forth in the public filings made by Sky and the public filings with the US Securities and Exchange Commission made by 21CF and Comcast, important risk factors that may cause such a difference include, but are not limited to, (i) the completion of any offer on anticipated terms and timing, (ii) the ability to integrate the businesses successfully and to achieve anticipated benefits, (iii) the risk that disruptions from any offer will harm Sky's, 21CF's or Comcast's businesses, (iv) legislative, regulatory, economic, political and market developments and (v) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities. While the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realisation of forward-looking statements.
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