0NOT 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 8 October 2018
Sky plc ("Sky")
Statement regarding 21CF offer
Sky notes the announcement by Twenty-First Century Fox, Inc. ("21CF") that the cash offer by 21CF to acquire the fully diluted share capital of Sky which 21CF and its affiliates do not already own for £15.67 per Sky share (the "21CF Offer") has now lapsed and is no longer capable of acceptance.
The Sky Independent Committee continues to recommend that Sky Shareholders who have not yet done so accept the Comcast Offer immediately.
+44 20 7032 3726
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Publication on website
A copy of this announcement will be available, subject to certain restrictions in relation to persons resident in Restricted Jurisdictions, at www.skygroup.sky/corporate/investors/offers-for-sky/comcast-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.
This announcement is for information purposes only. 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, or the solicitation of any vote or approval in any jurisdiction pursuant to the Comcast Offer or otherwise, nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. There can be no assurance that the Comcast Offer will proceed in a timely manner. This announcement does not constitute a prospectus or prospectus equivalent document.
Capitalised terms used but not defined in this announcement shall have the meaning given to them in, or incorporated by reference into, the Mandatory Offer Document relating to the Comcast Offer dated 27 September 2018.
The Comcast Offer is being implemented solely pursuant to the terms of the Mandatory Offer Document and the Second Form of Acceptance, which contain the full terms and conditions of the Comcast Offer, including details of how to accept the Comcast Offer. Any decision in respect of, or other response to, the Comcast Offer should be made only on the basis of the information contained in the Mandatory Offer Document and the Second Form of Acceptance.
Sky Shareholders are advised to read the formal documentation in relation to the Comcast Offer carefully.
The statements contained in this announcement are not to be construed as legal, business, financial or tax advice.
The release, publication or distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction should inform themselves about, and observe, any applicable restrictions and legal and regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to accept the Comcast Offer, or to execute and deliver a form of acceptance may be affected by the laws of the relevant jurisdictions in which they are located. Sky Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with applicable restrictions and requirements may constitute a violation of the securities law of any such jurisdiction.
This announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England.
Unless otherwise determined by Comcast or required by the Takeover Code, and permitted by applicable law and regulation, the Comcast Offer is not being, and will not be, made, directly or indirectly, in, into or from, or by the use of the mails or any other means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any Restricted Jurisdiction and the Comcast Offer is not and will not be capable of acceptance by any such use, means, instrumentality or facility or from or within a Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents relating to the Comcast Offer are not being, and must not be, directly or indirectly mailed, transmitted or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction. Any person (including, without limitation, custodians, nominees or trustees) who would, or otherwise intend to or who may have a contractual or legal obligation to, forward this announcement or any other document relating to the Comcast Offer to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements and must not mail, send or otherwise forward or distribute them in, into or from any Restricted Jurisdictions. Doing so may render invalid any purported acceptance of the Comcast Offer.
The availability of the Comcast Offer to Sky Shareholders not resident in, or who are nationals or citizens or residents of jurisdictions other than, the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Any such person should inform themselves of, and observe, any applicable legal or regulatory requirements.
Notes to US investors
Sky is a public limited company incorporated in England. The Comcast Offer is being made to Sky Shareholders resident in the United States in reliance on, and in compliance with, the applicable US tender offer rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"), including Regulation 14E thereunder taking into account no action and exemptive relief granted by the US Securities and Exchange Commission (the "SEC") and otherwise in accordance with the requirements of English law, the Takeover Code, the Panel, the London Stock Exchange and the Financial Conduct Authority. Accordingly, the Comcast Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetables, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer law and practice. Some of the financial information, including financial information relating to Sky and the Sky group, including any included or referred to in the offer documentation, has been or will be prepared in accordance with international financial reporting standards and may therefore differ from, and not be comparable to, financial information of US companies or other companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
To the extent permissible under the Takeover Code and normal UK market practice, Comcast and its affiliates or brokers (acting as agents for Comcast or its affiliates, as applicable) may from time to time, and other than pursuant to the Comcast Offer, directly or indirectly, purchase, or arrange to purchase outside the United States, shares in Sky or any securities that are convertible into, exchangeable for or exercisable for such shares before or during the period in which the Comcast Offer remains open for acceptance, to the extent permitted by, and in compliance with, exemptive relief granted by the SEC from Rule 14e-5 under the US Exchange Act and in compliance with the Takeover Code. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about any such purchases or arrangements to purchase that is made public in accordance with English law and practice will be available to all investors (including in the United States) via the Regulatory News Service on www.londonstockexchange.com.
The Comcast Offer, if consummated, may have consequences under US federal income tax and applicable US state and local, as well as non-US, tax laws for Sky Shareholders and holders of Sky American Depositary Shares. Each Sky Shareholder (including US shareholders, and holders of Sky American Depositary Shares) is advised to consult his or her independent professional adviser immediately regarding any acceptance of the Comcast Offer including, without limitation, to consider the tax consequences of accepting the Comcast Offer.
It may be difficult for US holders of Sky Shares and Sky American Depositary Shares to enforce their rights, effect service of process within the US upon Sky and enforce any claim arising out of the US federal laws in connection with the Comcast Offer, since Sky is located in a non-US jurisdiction, and some of its officers and directors are residents of non-US jurisdictions. US holders of Sky Shares and Sky American Depositary Shares may not be able to bring an action against a non-US company or its officers or directors in a non-US court for violations of US laws, including US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment. There is substantial doubt as to the enforceability in the UK of original actions, or of actions for the enforcement of judgments of US courts, based on civil liability provisions of US federal securities laws.
Neither the SEC nor any US state securities commission has approved or disapproved of the Comcast Offer, passed upon the merits or fairness of the Comcast Offer or passed upon the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.
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