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 9 October 2018
Sky plc ("Sky")
Cancellation of Listing and Directorate Changes
Sky notes today's announcement by Comcast Bidco Limited (an indirect wholly-owned subsidiary of Comcast Corporation) ("Comcast") that the recommended mandatory cash offer by Comcast to acquire the entire issued and to be issued share capital of Sky for £17.28 per Sky Share (the "Comcast Offer") has become wholly unconditional, following the completion of its purchase of the 672,783,139 Sky Shares held by Twenty-First Century Fox, Inc. or its affiliates (representing approximately 39.12 per cent. of the issued ordinary share capital of Sky).
Cancellation of listing
Sky also notes that today's announcement by Comcast stated that Comcast has acquired or received acceptances in respect of Sky Shares representing over 75% of the voting rights of Sky. Accordingly, Sky announces that applications will be made to the UK Listing Authority and the London Stock Exchange for the cancellation of listing and trading of Sky Shares. Pursuant to Listing Rule 5.2.11R, Sky announces that the cancellation notice period of 20 business days commenced today and cancellation is expected to become effective on 7 November 2018.
As stated in the Mandatory Offer Document, it is also proposed that, as soon as possible after the delisting of Sky Shares, Sky will be re-registered as a private limited company.
If you do not accept the Mandatory Offer, you may become a minority shareholder in an unlisted private subsidiary of Comcast with no certainty of any future opportunity to sell your shares.
Delisting of the Sky Shares and the re-registration of Sky as a private limited company would significantly reduce the liquidity and marketability of any Sky Shares in respect of which the Comcast Offer has not been accepted at that time. There can be no certainty that Sky would pay any further dividends or other distributions or that such minority Sky Shareholders would again be offered an opportunity to sell their Sky Shares on terms which are equivalent to those under the Comcast Offer.
Accept the Comcast Offer immediately
The outgoing Independent Committee of Sky recommends that Sky Shareholders who have not yet done so accept the Comcast Offer and urges such shareholders to accept immediately.
Comcast has stated that the Comcast Offer will remain open for acceptances until further notice.
Sky Shareholders wishing to accept the Comcast Offer in respect of certificated Sky Shares should complete either the First Form of Acceptance or Second Form of Acceptance. Sky Shareholders wishing to accept the Comcast Offer in respect of uncertificated Sky Shares should do so electronically through CREST. Further details of the procedures for accepting the Comcast Offer are set out in the Mandatory Offer Document (including, in the case of certificated Sky Shares, the Second Form of Acceptance) sent to Sky Shareholders on 27September 2018. These documents are also available, subject to certain restrictions in relation to persons resident in Restricted Jurisdictions, on Sky's transaction microsite, www.skygroup.sky/corporate/investors/offers-for-sky/comcast-offer.
Sky also wishes to announce changes to the composition of its board as a result of the Comcast Offer becoming unconditional in all respects. The following directors have resigned from the Sky board with immediate effect:
· James Murdoch
· John Nallen
· Chase Carey
· Martin Gilbert
· Andy Sukawaty
· Tracy Clarke
· Katrin Wehr-Seiter
Matthieu Pigasse and Adine Grate have agreed to remain on the Sky Board for the time being. James Conyers, Sky's Group General Counsel, has been appointed to the Sky board as an executive director with immediate effect.
Sky confirms that no further information is required to be disclosed pursuant to LR 9.6.13R.
Martin Gilbert, outgoing Chairman of the Independent Committee of Sky, said today:
"As we've said before, we consider Comcast's offer to be an excellent outcome for Sky shareholders. On behalf of the Independent Committee of Sky, I wish to thank Jeremy and Andrew for their outstanding leadership of the business throughout the twenty-one month bid process and congratulate everyone at Sky on creating such a successful company that has attracted strategic interest from one of the world's greatest media companies. We congratulate Comcast on reaching completion of its acquisition of Sky, and continue to advise that those shareholders who have not yet tendered into the recommended Comcast offer should do so immediately."
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 dated 27 September 2018.
+44 20 7032 3726
+44 20 7032 7115
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.
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.
This announcement may contain certain forward-looking statements with respect to the businesses and operations of Sky or Comcast and certain plans and objectives of Sky or Comcast with respect thereto. All statements other than statements of historical fact included in this document may be forward-looking statements. 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 the Comcast Offer and the anticipated benefits thereof) are often based on certain key assumptions and by their nature address matters that are, to different degrees, uncertain. These and other forward-looking statements 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 or implied 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 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 or Comcast's businesses, (iv) legislative, regulatory, economic, political and market developments and (v) changes in the global, political, economic, business and competitive environments, market and regulatory forces, and 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. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. Sky and Comcast disclaim any obligation to update any forward-looking or other statements contained in this announcement, except as required by applicable law.
Certain figures included in this announcement have been subject to rounding adjustments.
All times shown in this announcement are London times, unless otherwise stated.
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