RNS Number : 9429D
Sky PLC
12 October 2018
 

Sky plc
(the "Company)

 

12 October 2018

 

Further to the announcement on 9 October 2018 that the cash offer made by Comcast Corporation ("Comcast") of £17.28 per share for the entire issued and to be issued share capital of Sky plc (the "Offer") has been declared wholly unconditional, the Company has been notified of the following dealings in Sky shares by the Directors pursuant to the Offer. In total over 13,000 Sky employees who participate in Sky Share Plans will benefit from the Offer as their share options vest. 

 

1.   The Directors have sold their holding of ordinary shares to Comcast pursuant to the Offer for £17.28  as set out below:

 

Director

Number of shares

Jeremy Darroch

775,772

Andrew Griffith

214,278

Adine Grate

29,394

Matthieu Pigasse

9,275

Tracy Clarke*

5,138

Martin Gilbert*

9,263

Andrew Sukawaty*

5,817

 

* Tracy Clarke, Martin Gilbert and Andrew Sukawaty resigned from the Board on 9 October 2018.

 

2.   Jeremy Darroch and Andrew Griffith (the "Executive Directors") have exercised awards in respect of all Sky share schemes in which they participate:

 

a.   in respect of Long Term Incentive Plan and Co-Investment Plan awards they will receive a cash payment with equivalent value to the shares in respect of which their awards vested, in the same manner as other UK participants in the Long Term Incentive Plan and Co-Investment Plan; and

b.   in respect of Sharesave, the Executive Directors have accepted the Offer and sold the resulting shares received on exercise to Comcast for £17.28 in the same manner as other UK Sharesave participants.

 

Details of their awards are set out below:

 

Director

Plan

 Grant date

Total number of shares vesting

Exercise price

Jeremy Darroch

Long Term Incentive Plani

 29/07/2016

450,600

Nil

 27/07/2017

450,600

Nil

 27/07/2018

55,260

Nil

Co-Investment Plan

 01/09/2014

141,824

Nil

 28/08/2015

132,307

Nil

 31/08/2016i

133,649

Nil

 01/09/2017i

64,490

Nil

 28/08/2018i

8,575

Nil

Sharesaveii

 30/09/2014

1,588

£7.08

Andrew Griffith

Long Term Incentive Plani

 29/07/2016

262,850

Nil

 27/07/2017

262,850

Nil

 27/07/2018

32,235

Nil

Co-Investment Plan

 01/09/2014

66,672

Nil

 28/08/2015

62,475

Nil

 31/08/2016i

63,109

Nil

 01/09/2017i

30,452

Nil

 28/08/2018i

4,049

Nil

  Sharesaveii, iii

 01/12/2017

299

£7.52

 

Notes:

i.    The number of shares that vested on the Offer going wholly unconditional was subject to time pro-ration from the start of the performance period to 9 October 2018, the date the Offer went wholly unconditional. Withholding for tax will be operated on the cash payments received by the Executive Directors. This is the same treatment for all UK participants in the Long Term Incentive Plan and Co-Investment Plan.

ii.    The number of shares that vested on the Offer going wholly unconditional was dependent on the extent of the Executive Directors' accumulated savings at the date of exercise. In accordance with the proposals under the Offer, Sky will make an additional payment equal to the difference between £17.28 per share and the exercise price per share multiplied by the proportion of Sky shares which lapse. This payment will be subject to income tax and NI deductions. This is the same treatment for all UK participants in the Sharesave Schemes.

iii.   The consideration payable by Comcast to Andrew Griffith for shares received on the exercise of his Sharesave option granted in 2017 will be subject to deductions for income tax. This is the same treatment for all UK participants in the 2017 Sharesave.

 

3.    Following the above transactions, the Directors have no remaining interests in Sky shares.

 

4.    The Company's Sharesave Scheme is operated in the UK, Ireland, Germany, Austria and Italy and over 13,000 employees participate. Employees have exercised options at discounted option prices between £6.08 - £8.17 per share in connection with the Offer, making a gain on the difference between the option price and the £17.28 Offer price.   

 

 

For further information please contact:

 

Analysts/Investors

Robert Kingston                                                                                            +44 20 7032 3726
                                                           

Media

Gavin Davis                                                                                                      +44 20 7032 7115

 

 

The notifications below are made in accordance with the requirements of the EU Market Abuse Regulation.

 

1

 

Details of the person discharging managerial responsibilities / person closely associated

 

a)

 

Name

 

Jeremy Darroch

2

 

Reason for the notification

 

a)

 

Position/status

 

Group Chief Executive Officer

b)

 

Initial notification /Amendment

 

Initial notification

3

 

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

 

a)

 

Name

 

Sky plc

b)

 

LEI

 

2138003TS48MQKF4BZ29

4

 

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

 

a)

 

Description of the financial instrument, type of instrument

 

Identification code 

 

Ordinary Shares of 50 pence each in Sky plc

 

 

ISIN: GB0001411924

b)

 

Nature of the transaction

 

Exercise and cash settlement at £17.28 per share of pro-rated awards under the Long Term Incentive Plan pursuant to the Offer for Sky from Comcast

 

c)

 

Price(s) and volume(s)

 

 

 

Price(s)

 

Volume(s)

nil cost

956,460

 

d)

 

Aggregated information

- Aggregated volume

- Price

n/a

e)

 

Date of the transaction

 

2018-10-11

f)

 

Place of the transaction

 

Outside a trading venue

4

 

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

 

a)

 

Description of the financial instrument, type of instrument

 

Identification code 

 

Ordinary Shares of 50 pence each in Sky plc

 

 

ISIN: GB0001411924

 

b)

 

Nature of the transaction

 

Exercise and cash settlement at £17.28 per share of pro-rated awards under the Co-Investment Plan pursuant to the Offer for Sky from Comcast

 

c)

 

Price(s) and volume(s)

 

 

 

Price(s)

 

Volume(s)

nil cost

480,845

 

d)

 

Aggregated information

- Aggregated volume

- Price

n/a

e)

 

Date of the transaction

 

2018-10-11

f)

 

Place of the transaction

 

Outside a trading venue

4

 

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

 

a)

 

Description of the financial instrument, type of instrument

 

Identification code 

 

Ordinary Shares of 50 pence each in Sky plc

 

 

ISIN: GB0001411924

 

b)

 

Nature of the transaction

 

Exercise of options under the Sharesave Scheme pursuant to the Offer for Sky from Comcast

 

c)

 

Price(s) and volume(s)

 

 

 

Price(s)

 

Volume(s)

708.00 pence

1,588

 

d)

 

Aggregated information

- Aggregated volume

- Price

n/a

e)

 

Date of the transaction

 

2018-10-11

f)

 

Place of the transaction

 

Outside a trading venue

4

 

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

 

a)

 

Description of the financial instrument, type of instrument

 

Identification code 

 

Ordinary Shares of 50 pence each in Sky plc

 

 

ISIN: GB0001411924

 

b)

 

Nature of the transaction

 

Disposal of ordinary shares pursuant to acceptance of the Offer for Sky from Comcast

 

c)

 

Price(s) and volume(s)

 

 

 

Price(s)

 

Volume(s)

1728.00 pence

775,772

 

d)

 

Aggregated information

- Aggregated volume

- Price

n/a

e)

 

Date of the transaction

 

2018-10-09

f)

 

Place of the transaction

 

Outside a trading venue

4

 

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

 

a)

 

Description of the financial instrument, type of instrument

 

Identification code 

 

Ordinary Shares of 50 pence each in Sky plc

 

 

ISIN: GB0001411924

 

b)

 

Nature of the transaction

 

Disposal of ordinary shares resulting from exercise of Sharesave options

 

c)

 

Price(s) and volume(s)

 

 

 

Price(s)

 

Volume(s)

1728.00 pence

1,588

 

d)

 

Aggregated information

- Aggregated volume

- Price

n/a

e)

 

Date of the transaction

 

2018-10-12

f)

 

Place of the transaction

 

Outside a trading venue

 

1

 

Details of the person discharging managerial responsibilities / person closely associated

 

a)

 

Name

 

Andrew Griffith

2

 

Reason for the notification

 

a)

 

Position/status

 

Group Chief Operating Officer & Chief Financial Officer

b)

 

Initial notification /Amendment

 

Initial notification

3

 

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

 

a)

 

Name

 

Sky plc

b)

 

LEI

 

2138003TS48MQKF4BZ29

4

 

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

 

a)

 

Description of the financial instrument, type of instrument

 

Identification code 

 

Ordinary Shares of 50 pence each in Sky plc

 

 

ISIN: GB0001411924

 

b)

 

Nature of the transaction

 

Exercise and cash settlement at £17.28 per share of pro-rated awards under the Long Term Incentive Plan pursuant to the Offer for Sky from Comcast

 

c)

 

Price(s) and volume(s)

 

 

 

Price(s)

 

Volume(s)

nil cost

557,935

 

d)

 

Aggregated information

- Aggregated volume

- Price

n/a

e)

 

Date of the transaction

 

2018-10-11

f)

 

Place of the transaction

 

Outside a trading venue

4

 

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

 

a)

 

Description of the financial instrument, type of instrument

 

Identification code 

 

Ordinary Shares of 50 pence each in Sky plc

 

 

ISIN: GB0001411924

 

b)

 

Nature of the transaction

 

Exercise and cash settlement at £17.28 per share of pro-rated awards under the Co-Investment Plan pursuant to the Offer for Sky from Comcast

 

c)

 

Price(s) and volume(s)

 

 

 

Price(s)

 

Volume(s)

nil cost

226,757

 

d)

 

Aggregated information

- Aggregated volume

- Price

n/a

e)

 

Date of the transaction

 

2018-10-11

f)

 

Place of the transaction

 

Outside a trading venue

4

 

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

 

a)

 

Description of the financial instrument, type of instrument

 

Identification code 

 

Ordinary Shares of 50 pence each in Sky plc

 

 

ISIN: GB0001411924

 

b)

 

Nature of the transaction

 

Exercise of options under the Sharesave Scheme pursuant to the Offer for Sky from Comcast

 

c)

 

Price(s) and volume(s)

 

 

 

Price(s)

 

Volume(s)

752.00 pence

299

 

d)

 

Aggregated information

- Aggregated volume

- Price

n/a

e)

 

Date of the transaction

 

2018-10-11

f)

 

Place of the transaction

 

Outside a trading venue

4

 

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

 

a)

 

Description of the financial instrument, type of instrument

 

Identification code 

 

Ordinary Shares of 50 pence each in Sky plc

 

 

ISIN: GB0001411924

 

b)

 

Nature of the transaction

 

Disposal of ordinary shares pursuant to acceptance of the Offer for Sky from Comcast.

 

c)

 

Price(s) and volume(s)

 

 

 

Price(s)

 

Volume(s)

1728.00 pence

214,278

 

d)

 

Aggregated information

- Aggregated volume

- Price

n/a

e)

 

Date of the transaction

 

2018-10-09

f)

 

Place of the transaction

 

Outside a trading venue

4

 

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

 

a)

 

Description of the financial instrument, type of instrument

 

Identification code 

 

Ordinary Shares of 50 pence each in Sky plc

 

 

ISIN: GB0001411924

 

b)

 

Nature of the transaction

 

Disposal of ordinary shares resulting from exercise of Sharesave options

 

c)

 

Price(s) and volume(s)

 

 

 

Price(s)

 

Volume(s)

1728.00 pence

299

 

d)

 

Aggregated information

- Aggregated volume

- Price

n/a

e)

 

Date of the transaction

 

2018-10-12

f)

 

Place of the transaction

 

Outside a trading venue

 

1

 

Details of the person discharging managerial responsibilities / person closely associated

 

a)

 

Name

 

Adine Grate

2

 

Reason for the notification

 

a)

 

Position/status

 

Independent Non-Executive Director

b)

 

Initial notification /Amendment

 

Initial notification

3

 

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

 

a)

 

Name

 

Sky plc

b)

 

LEI

 

2138003TS48MQKF4BZ29

4

 

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

 

a)

 

Description of the financial instrument, type of instrument

 

Identification code

 

Ordinary Shares of 50 pence each in Sky plc

 

 

ISIN: GB0001411924

 

b)

 

Nature of the transaction

 

Disposal of ordinary shares pursuant to acceptance of the Offer for Sky from Comcast

 

c)

 

Price(s) and volume(s)

 

 

 

Price(s)

 

Volume(s)

1728.00 pence

29,394

 

d)

 

Aggregated information

- Aggregated volume

- Price

n/a

e)

 

Date of the transaction

 

2018-10-09

f)

 

Place of the transaction

 

Outside a trading venue

 

1

 

Details of the person discharging managerial responsibilities / person closely associated

 

a)

 

Name

 

Matthieu Pigasse

2

 

Reason for the notification

 

a)

 

Position/status

 

Independent Non-Executive Director

b)

 

Initial notification /Amendment

 

Initial notification

3

 

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

 

a)

 

Name

 

Sky plc

b)

 

LEI

 

2138003TS48MQKF4BZ29

4

 

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

 

a)

 

Description of the financial instrument, type of instrument

 

Identification code

 

Ordinary Shares of 50 pence each in Sky plc

 

 

ISIN: GB0001411924

 

b)

 

Nature of the transaction

 

Disposal of ordinary shares pursuant to acceptance of the Offer for Sky from Comcast

 

c)

 

Price(s) and volume(s)

 

 

 

Price(s)

 

Volume(s)

1728.00 pence

9,275

 

d)

 

Aggregated information

- Aggregated volume

- Price

n/a

e)

 

Date of the transaction

 

2018-10-09

f)

 

Place of the transaction

 

Outside a trading venue

 

1

 

Details of the person discharging managerial responsibilities / person closely associated

 

a)

 

Name

 

Tracy Clarke

2

 

Reason for the notification

 

a)

 

Position/status

 

Independent Non-Executive Director

b)

 

Initial notification /Amendment

 

Initial notification

3

 

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

 

a)

 

Name

 

Sky plc

b)

 

LEI

 

2138003TS48MQKF4BZ29

4

 

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

 

a)

 

Description of the financial instrument, type of instrument

 

Identification code

 

Ordinary Shares of 50 pence each in Sky plc

 

 

ISIN: GB0001411924

 

b)

 

Nature of the transaction

 

Disposal of ordinary shares pursuant to acceptance of the Offer for Sky from Comcast

 

c)

 

Price(s) and volume(s)

 

 

 

Price(s)

 

Volume(s)

1728.00 pence

5,138

d)

 

Aggregated information

- Aggregated volume

- Price

n/a

e)

 

Date of the transaction

 

2018-10-09

f)

 

Place of the transaction

 

Outside a trading venue

 

1

 

Details of the person discharging managerial responsibilities / person closely associated

 

a)

 

Name

 

Martin Gilbert

2

 

Reason for the notification

 

a)

 

Position/status

 

Deputy Chairman, Independent Non-Executive Director

b)

 

Initial notification /Amendment

 

Initial notification

3

 

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

 

a)

 

Name

 

Sky plc

b)

 

LEI

 

2138003TS48MQKF4BZ29

4

 

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

 

a)

 

Description of the financial instrument, type of instrument

 

Identification code

 

Ordinary Shares of 50 pence each in Sky plc

 

 

ISIN: GB0001411924

 

b)

 

Nature of the transaction

 

Disposal of ordinary shares pursuant to acceptance of the Offer for Sky from Comcast

 

c)

 

Price(s) and volume(s)

 

 

 

Price(s)

 

Volume(s)

1728.00 pence

9,263

 

d)

 

Aggregated information

- Aggregated volume

- Price

n/a

e)

 

Date of the transaction

 

2018-10-09

f)

 

Place of the transaction

 

Outside a trading venue

 

1

 

Details of the person discharging managerial responsibilities / person closely associated

 

a)

 

Name

 

Andrew Sukawaty

2

 

Reason for the notification

 

a)

 

Position/status

 

Senior Independent Non-Executive Director

b)

 

Initial notification /Amendment

 

Initial notification

3

 

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

 

a)

 

Name

 

Sky plc

b)

 

LEI

 

2138003TS48MQKF4BZ29

4

 

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

 

a)

 

Description of the financial instrument, type of instrument

 

Identification code

 

Ordinary Shares of 50 pence each in Sky plc

 

 

ISIN: GB0001411924

 

b)

 

Nature of the transaction

 

Disposal of ordinary shares pursuant to acceptance of the Offer for Sky from Comcast

 

c)

 

Price(s) and volume(s)

 

 

 

Price(s)

 

Volume(s)

1728.00

5,817

 

d)

 

Aggregated information

- Aggregated volume

- Price

n/a

e)

 

Date of the transaction

 

2018-10-09

f)

 

Place of the transaction

 

Outside a trading venue

 

 

 


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