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Released 10:00:01 31 August 2021
Post‑offer undertakings in relation to the acquisition of Sky plc ("Sky") by Comcast Corporation ("Comcast") ‑ report in compliance with Rule 19.5(h) of the City Code
BACKGROUND
In relation to the acquisition of Sky by Comcast on 9 October 2018 (the "Effective Date"), each of Comcast and Sky has given post‑offer undertakings under Rule 19.5 of the City Code (each a "Post‑Offer Undertaking" and together the "Post‑Offer Undertakings"), full details of which were set out in Part A of an RIS announcement dated 8 May 2018 (the "POU Announcement"), relevant extracts from which are attached to this report as Appendix A.
Pursuant to Rule 19.5(e) of the City Code, each of Comcast and Sky must comply with the terms of the Post‑Offer Undertakings it has given for the periods of time specified in the Post‑Offer Undertakings and must complete any course of action committed to by the dates specified in the Post‑Offer Undertakings.
This report is provided in accordance with Rule 19.5(h) of the City Code, pursuant to which Comcast and Sky must submit written reports to the Panel at such intervals (of not more than 12 months) as the Panel may require in relation to its compliance with the Post‑Offer Undertakings it has given.
Unless otherwise defined in this report, terms used in this report shall have the same meanings given to them in the POU Announcement.
SUBMISSION
Sky‑Branded News Service
1. Throughout the period from the Effective Date until 30 June 2021, a member of the Sky Group (alone or with other members of the Sky Group):
(a) had ownership of, or the right to use, all assets and rights (including licences) necessary to carry on a Sky‑Branded News Service; and
(b) continued to carry on a Sky‑Branded News Service.
2. During the period from 1 July 2020 to 30 June 2021, the total Sky News Expenditure spent by members of the Sky Group was at least an amount equal to the Applicable Base Expenditure in respect of that period.
3. Throughout the period from the Effective Date to 30 June 2021 the Sky Group maintained financial records containing and recording all items of Sky News Expenditure and the total Sky News Expenditure in that period.
Sky Group's UK Headquarters at Osterley
4. Throughout the period from the Effective Date to 30 June 2021, the Sky Group maintained its UK headquarters in Osterley, Greater London, TW7 by Sky occupying one or more buildings in Osterley, one of which buildings was publicly designated as the Sky Group's UK headquarters and was the registered office of Sky.
Ownership of Newspapers in the UK
5. Throughout the period from the Effective Date to 30 June 2021, neither Comcast nor Sky nor any of their respective subsidiaries or subsidiary undertakings directly or indirectly, whether alone or with or through any third party, held or acquired (or entered into an agreement, or triggered any obligation, to so hold or acquire) a majority of the shares or voting rights in, or the right to appoint or remove a majority of the board of directors of, any undertaking which carries or carried on a business of publishing any daily, Sunday or local UK Newspaper.
This report is submitted to the Panel in accordance with Rule19.5(h) of the City Code and has been approved by the boards of directors of Sky and Comcast.
APPENDIX A - POST OFFER UNDERTAKINGS
Comcast and Sky make the following post-offer undertakings pursuant to Rule 19.5 of the City Code, subject to the qualification and condition set out below (each of the post-offer undertakings in paragraphs 1.1(a), 1.1(b), 1.1(c), 1.2, 1.3, 2, 3 and 4 being a "Post-Offer Undertaking" and, together, the "Post-Offer Undertakings").
1. Sky-Branded News Service
1.1 Comcast undertakes to procure, and Sky undertakes, that:
(a) throughout the period of five years from the Effective Date or, if longer, from the Effective Date to the date on which the Post-Offer Undertakings at paragraphs 1.1(b), 1.1(c), 1.2 and 1.3 have been satisfied in full, a member of the Sky Group (alone or with other members of the Sky Group) shall:
(i) have ownership of, or the right to use, all assets and rights (including licences) necessary to carry on a Sky-Branded News Service; and
(ii) continue to carry on a Sky-Branded News Service;
(b) subject to the Post-Offer Undertaking at paragraph 1.1(c), the total Sky News Expenditure spent by members of the Sky Group:
(i) during the period from the Effective Date to 30 June 2019 will be at least an amount which, when added to the total Sky News Expenditure during any period from 1 July 2018 to the Effective Date, is equal to the Initial Amount, as increased (for the previous 12 months only) by CPIH as published in July 2018 (or, if not available in July 2018, the next month in which it is published) (the Initial Amount so increased being the "First Year Amount");
(ii) during the period from 1 July 2019 to 30 June 2020 will be at least an amount equal to the First Year Amount, as increased by CPIH as published in July 2019 (or, if not available in July 2019, the next month in which it is published) (such increased amount being the "Second Year Amount");
(iii) during the period from 1 July 2020 to 30 June 2021 will be at least an amount equal to the Second Year Amount, as increased by CPIH as published in July 2020 (or, if not available in July 2020, the next month in which it is published) (such increased amount being the "Third Year Amount");
(iv) during the period from 1 July 2021 to 30 June 2022 will be at least an amount equal to the Third Year Amount, as increased by CPIH as published in July 2021 (or, if not available in July 2021, the next month in which it is published) (such increased amount being the "Fourth Year Amount"); and
(v) during the period from 1 July 2022 to 30 June 2023 will be at least an amount equal to the Fourth Year Amount, as increased by CPIH as published in July 2022 (or, if not available in July 2022, the next month in which it is published) (such increased amount being the "Final Year Amount"), each of the First Year Amount, the Second Year Amount, the Third Year Amount, the Fourth Year Amount and the Final Year Amount being the "Applicable Base Expenditure" in respect of the relevant period; and
(c) in the event that the total Sky News Expenditure spent by members of the Sky Group during the period from 1 July 2018 to 30 June 2019 or any period set out in any of paragraphs 1.1(b)(ii) to (v) (each such period being an "Expenditure Period") is less than the Applicable Base Expenditure for that period, the amount of that shortfall ("Shortfall") shall be spent by members of the Sky Group as Sky News Expenditure within 6 months of the end of that period (each such period being a "Shortfall Period") and provided that the amount of any Sky News Expenditure spent pursuant to this Post-Offer Undertaking shall not be considered as Sky News Expenditure spent for the purposes of the Post-Offer Undertaking at paragraph 1.1(b) during the Expenditure Period following that in which the Shortfall arose.
1.2 Comcast undertakes to procure, and Sky undertakes, that throughout each Expenditure Period and from 1 July 2023 to 31 December 2023, the Sky Group shall maintain financial records containing and recording all items of Sky News Expenditure and the total Sky News Expenditure in each such period.
1.3 Comcast undertakes that it shall make available to Sky such funding as may be necessary to enable Sky to satisfy the Post-Offer Undertaking at paragraph 1.1(c) irrespective of Comcast's level (if any) of ownership of or control over Sky.
(Paragraphs 1.1(a), 1.1(b), 1.1(c), 1.2 and 1.3 together being the "Sky News Post-Offer Undertakings").
1.4 For the purposes of the Sky News Post-Offer Undertakings:
(a) "CPIH" means the annual consumer prices index rate, including a measure of owner occupiers' housing costs, as published by the Office for National Statistics (or any successor);
(b) "Indirect Costs Cap" means in respect of an Expenditure Period (and including any related Shortfall Period) an amount equal to 30 per cent. of the Applicable Base Expenditure for that Expenditure Period;
(c) "Initial Amount" means the amount of the total Sky News Expenditure for the period from 1 July 2016 to 30 June 2017 (see Note 1);
(d) "Relevant Costs" means:
(i) the direct costs relating to:
(A) headcount: the cost of all permanent staff and freelancers working directly on the provision of a Sky-Branded News Service (including presenters, reporters, producers, editors and cameramen);
(B) coverage/newsgathering: daily newsgathering costs (e.g. travel, accommodation and feeds), large story spend (e.g. referenda, elections), newsgathering contract costs (e.g. The Associated Press) and satellite truck maintenance and operational costs;
(C) production, studio and archive: all production and studio costs (headcount, equipment and storage) and operational spend, news archive costs, and foreign bureau rent and office costs;
(D) Sky News International: transponder, marketing, and headcount costs for Sky News International;
(E) digital: headcount costs for digital team and associated contracts;
(F) radio: headcount costs for radio journalists and costs of associated radio contracts; and
(G) channel management: headcount costs for direct channel management of a Sky-Branded News Service including the Head of a Sky-Branded News Service; and
(ii) subject to (iii) below, the indirect costs relating to:
(A) satellite and digital terrestrial television (Freeview) and other capacity: an allocation to a Sky-Branded News Service of: (i) total satellite capacity costs; (ii) total Freeview capacity costs; and (iii) related headcount costs;
(B) music licence fees: an allocation to a Sky-Branded News Service of total music licence costs;
(C) creative services: headcount costs of the graphics team working for, and an allocation of creative agency and promotional costs to, a Sky-Branded News Service;
(D) corporate overhead and functional information technology and human resources: an allocation to a Sky-Branded News Service of: (i) corporate headcount support comprising headcount from Sky's legal, finance, human resources and public affairs departments; and (ii) information technology and human resources support costs (e.g. laptop support); and
(E) capital expenditure depreciations: capital expenditure depreciation on the capital assets directly employed for the purposes of the provision of a Sky-Branded News Service, comprising news gathering and operational equipment (e.g. cameras and SIS trucks),
but, in each case, excluding indirect costs relating to property and facilities shared with other businesses (not being a Sky-Branded News Service) of the Sky Group (including rates and rent for buildings from which a Sky-Branded News Service operates), marketing (including advertising), equipment support and broadcast operations (i.e. the headcount and equipment costs relating to the ingest and playout of audio-visual content).
(iii) If and to the extent that indirect costs in any Expenditure Period (including any related Shortfall Period) exceeds the Indirect Costs Cap for that period, the total amount of any indirect costs for that Expenditure Period (including any related Shortfall Period) shall be deemed to be equal to the Indirect Costs Cap.
(e) "Sky-Branded News Service" means a 24-hour news and current affairs service comprising television news channels (and which may also include related digital and radio services) that is distributed to an audience in the United Kingdom (although it may also be received internationally) that:
(i) is made available under a brand which incorporates the word "Sky" (and may include the brands "Sky News" and "Sky News HD"); and
(ii) may be made available on a free to air or a charged (including a subscription) basis; but
(iii) does not include Sky Sports News.
(f) "Sky News Expenditure" means expenditure by members of the Sky Group (excluding any expenditure between such members) on Relevant Costs incurred on a basis which is consistent with Sky's previous accounting policies and methodology for the purposes of carrying on a Sky-Branded News Service;
(g) "Sky News International" means a version or versions of a Sky-Branded News Service distributed to an audience outside of the UK; and
(h) "Sky Sports News" means a news service with a majority of its content focussed on sports related news.
1.5 For the purposes of the Sky News Post-Offer Undertakings, a certification by the Supervisor as to any of the following:
(a) whether or not expenditure constitutes:
(i) Sky News Expenditure;
(ii) expenditure by members of the Sky Group; and
(iii) expenditure during a period; and
(b) what amount constitutes:
(i) the Initial Amount; and
(ii) Shortfall, shall be final and conclusive and binding on Comcast and Sky.
Note 1: The Initial Amount is commercially sensitive and a figure is therefore not included in this announcement. It will, however, be certified by the Supervisor.
2. Sky Group's UK Headquarters at Osterley
Throughout the period of five years from the Effective Date, Comcast undertakes to procure, and Sky undertakes, that the Sky Group shall maintain its UK headquarters in Osterley, Greater London, TW7 by Sky occupying one or more buildings in Osterley, one of which buildings shall be publicly designated as the Sky Group's UK headquarters and be the registered office of Sky.
3. Ownership of Newspapers in the UK
Throughout the period of five years from the Effective Date:
(a) Comcast undertakes that neither Comcast nor any of its subsidiaries or subsidiary undertakings shall; and
(b) Comcast undertakes to procure, and Sky undertakes, that neither Sky nor any of Sky's subsidiaries or subsidiary undertakings shall,
in each case, directly or indirectly, whether alone or with or through any third party, hold or acquire (or enter into any agreement, or trigger any obligation, to so hold or acquire) a majority of the shares or voting rights in, or the right to appoint or remove a majority of the board of directors of, any undertaking which carries on a business of publishing any daily, Sunday or local UK Newspaper (the "UK Newspaper Post-Offer Undertaking").
For the purposes of the UK Newspaper Post-Offer Undertaking, "UK Newspaper" means a printed newspaper publication, the majority of the content (excluding advertisements) of which consists of news reports related to public and current affairs and other journalistic content, published at intervals of not more than 7 days and distributed wholly or primarily either nationally throughout the UK or in a specific local area of the UK (and which may also be made available in digital form) but excluding a publication which is made available only in digital form.
4. Sky News Board
Each of Comcast and Sky undertakes to procure that, no later than three months after the Effective Date, the Sky Group shall establish an "editorial board" for the Sky-Branded News Service by Sky UK Limited (or, alternatively, any other member of the Sky Group that, as at the date on which the "editorial board" is so established, holds the relevant licence(s) for a Sky-Branded News Service):
(a) designating and appointing no fewer than three individuals to an "editorial board", such designation and appointment to be considered satisfied when announced via a RIS; and
(b) publishing the terms of reference of that "editorial board" on a website.
Qualification and Condition
Subject to consulting the Panel in advance and obtaining the Panel's consent to rely on such qualification or condition pursuant to Rule 19.5(f) of the City Code, a Post-Offer Undertaking will no longer apply if and to the extent that the Panel determines that Comcast or Sky (as the case may be) is unable to comply with that Post-Offer Undertaking as a result of an event, act or circumstance beyond the control of Comcast or Sky (as the case may be).
Definitions and Interpretation
The following definitions and interpretations also apply for the purposes of Part A of this announcement and the Post-Offer Undertakings:
"City Code" | means the City Code on Takeovers and Mergers; |
"Comcast" | means Comcast Corporation, a company incorporated in Pennsylvania with its registered office in One Comcast Center, Philadelphia, PA 19103; |
"Effective Date" | means the date on which the Offer becomes or is declared unconditional in all respects; |
"Offer" | means the offer by Comcast for the entire issued share capital of Sky to be made following Comcast's announcement of its firm intention to make an offer on 25 April 2018; |
"Panel" | means the UK Panel on Takeovers and Mergers; |
"procure" | includes taking, continuing to take and preserving the ability to take steps to secure a relevant outcome, including (without prejudice to the aforesaid) by obtaining from any person or entity enforceable obligations and commitments to act and enforcing such obligations and commitments; and, for the avoidance of doubt, a Post-Offer Undertaking by Comcast to "procure" shall subsist and continue in full force and effect irrespective of Comcast's level (if any) of ownership of or control over Sky; |
"right to appoint or remove a majority of the board of directors" | shall be construed in accordance with Schedule 6 of the Companies Act 2006; |
"RIS" | has the meaning given in the City Code; |
"Sky" | means Sky plc, a company incorporated in England and Wales with registered number 02247735; |
"Sky Group" | means Sky and its subsidiaries and subsidiary undertakings from time to time; |
"Sky UK Limited" | means Sky UK Limited, a company incorporated in England and Wales with registered number 02906991; |
"subsidiary" | has the meaning given in Section 1159 of the Companies Act 2006; |
"subsidiary undertaking" | has the meaning given in Section 1162 of the Companies Act 2006; |
"Supervisor" | means Grant Thornton UK LLP; |
"UK" | means the United Kingdom of Great Britain and Northern Ireland; |
"undertaking" | has the meaning given in Section 1161 of the Companies Act 2006; and |
"voting rights" | shall be construed in accordance with Schedule 6 of the Companies Act 2006. |
Further information regarding the Post-Offer Undertakings
The Post-Offer Undertakings set out in Part A of this announcement are in a form acceptable to the Panel, are legally binding commitments and, should the Effective Date occur, each of Comcast and Sky must comply with the terms of its respective Post-Offer Undertakings and complete any courses of action committed to within the relevant time periods set out.
Comcast and Sky have each appointed the Supervisor to monitor its compliance with the Post-Offer Undertakings it has given. In respect of its appointment, the Supervisor has agreed a work-plan with the Panel in order to monitor compliance by each of Comcast and Sky with the Post-Offer Undertakings it has given.
Comcast, Sky and the Supervisor will be required to submit periodic reports to the Panel, in accordance with the provisions of Rule 19.5(h) and (i) of the City Code, in respect of the Post-Offer Undertakings.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy. END
Released 14:00:06 24 June 2021
24 June 2021
Sky Limited and Sky Group Finance Limited - Annual Report and Financial Statements
Sky Limited (formerly Sky plc) and Sky Group Finance Limited (together the "Issuers") each announce that their Annual Report and Financial Statements for the year ended 31 December 2020 have been published, together with those for Sky UK Limited, Sky Telecommunications Services Limited, Sky Subscribers Services Limited and Sky CP Limited (collectively the "Guarantors").
The documents have been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquiries:
Marci Ryvicker, Investor Relations
Marci_Ryvicker@comcast.com; +1 (215) 286 4781
Jennifer Khoury, Corporate Communications
Jennifer_Khoury@Comcast.com; +1 (215) 286 7408
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
Sky Limited
Filing of Comcast Annual Report for y/e 31.12.20
RNS Number : 0102OSky Limited04 February 202104 February 2021
SKY LIMITED AND SKY GROUP FINANCE LIMITED ANNOUNCE
Filing of the Comcast Annual Report on Form 10-K for the Year Ended 31 December 2020
Sky Limited (formerly known as Sky plc) ("Sky") and Sky Group Finance Limited ("Sky Finance" and, together with Sky, the "Issuers") announce that on 3 February 2021 Comcast Corporation ("Comcast"), the ultimate parent company of the Issuers, pursuant to its obligations under the U.S. Securities Exchange Act of 1934, as amended, has filed its Annual Report on Form 10-K for the year ended 31 December 2020 with the U.S. Securities and Exchange Commission (the "SEC").
A copy of Comcast's Form 10-K is available on the SEC's website at http://www.sec.gov and on Comcast's Investor Relations website at http://www.cmcsa.com/financials/sec-filings.
Marci Ryvicker, Investor Relations
Marci_Ryvicker@comcast.com; +1 (215) 286 4781
Jennifer Khoury, Corporate Communications
Jennifer_Khoury@comcast.com; +1 (215) 286 7408
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
Released 10:00:01 01 September 2020
RNS Number : 6581XSky Limited01 September 2020
1 September 2020
Sky Limited
Post‑offer undertakings in relation to the acquisition of Sky plc ("Sky") by Comcast Corporation ("Comcast") ‑ report in compliance with Rule 19.5(h) of the City Code
BACKGROUND
In relation to the acquisition of Sky by Comcast on 9 October 2018 (the "Effective Date"), each of Comcast and Sky has given post‑offer undertakings under Rule 19.5 of the City Code (each a "Post‑Offer Undertaking" and together the "Post‑Offer Undertakings"), full details of which were set out in Part A of an RIS announcement dated 8 May 2018 (the "POU Announcement"), relevant extracts from which are attached to this report as Appendix A.
Pursuant to Rule 19.5(e) of the City Code, each of Comcast and Sky must comply with the terms of the Post‑Offer Undertakings it has given for the periods of time specified in the Post‑Offer Undertakings and must complete any course of action committed to by the dates specified in the Post‑Offer Undertakings.
This report is provided in accordance with Rule 19.5(h) of the City Code, pursuant to which Comcast and Sky must submit written reports to the Panel at such intervals (of not more than 12 months) as the Panel may require in relation to its compliance with the Post‑Offer Undertakings it has given.
Unless otherwise defined in this report, terms used in this report shall have the same meanings given to them in the POU Announcement.
SUBMISSION
Sky‑Branded News Service
1. Throughout the period from the Effective Date until 30 June 2020, a member of the Sky Group (alone or with other members of the Sky Group):
(a) had ownership of, or the right to use, all assets and rights (including licences) necessary to carry on a Sky‑Branded News Service; and
(b) continued to carry on a Sky‑Branded News Service.
2. During the period from 1 July 2019 to 30 June 2020, the total Sky News Expenditure spent by members of the Sky Group was at least an amount equal to the Applicable Base Expenditure in respect of that period.
3. Throughout the period from the Effective Date to 30 June 2020 the Sky Group maintained financial records containing and recording all items of Sky News Expenditure and the total Sky News Expenditure in that period.
Sky Group's UK Headquarters at Osterley
4. Throughout the period from the Effective Date to 30 June 2020, the Sky Group maintained its UK headquarters in Osterley, Greater London, TW7 by Sky occupying one or more buildings in Osterley, one of which buildings was publicly designated as the Sky Group's UK headquarters and was the registered office of Sky.
Ownership of Newspapers in the UK
5. Throughout the period from the Effective Date to 30 June 2020, neither Comcast nor Sky nor any of their respective subsidiaries or subsidiary undertakings directly or indirectly, whether alone or with or through any third party, held or acquired (or entered into an agreement, or triggered any obligation, to so hold or acquire) a majority of the shares or voting rights in, or the right to appoint or remove a majority of the board of directors of, any undertaking which carries or carried on a business of publishing any daily, Sunday or local UK Newspaper.
This report is submitted to the Panel in accordance with Rule 19.5(h) of the City Code and has been approved by the boards of directors of Sky and Comcast.
APPENDIX A - POST OFFER UNDERTAKINGS
Comcast and Sky make the following post-offer undertakings pursuant to Rule 19.5 of the City Code, subject to the qualification and condition set out below (each of the post-offer undertakings in paragraphs 1.1(a), 1.1(b), 1.1(c), 1.2, 1.3, 2, 3 and 4 being a "Post-Offer Undertaking" and, together, the "Post-Offer Undertakings").
1. Sky-Branded News Service
1.1 Comcast undertakes to procure, and Sky undertakes, that:
(a) throughout the period of five years from the Effective Date or, if longer, from the Effective Date to the date on which the Post-Offer Undertakings at paragraphs 1.1(b), 1.1(c), 1.2 and 1.3 have been satisfied in full, a member of the Sky Group (alone or with other members of the Sky Group) shall:
(i) have ownership of, or the right to use, all assets and rights (including licences) necessary to carry on a Sky-Branded News Service; and
(ii) continue to carry on a Sky-Branded News Service;
(b) subject to the Post-Offer Undertaking at paragraph 1.1(c), the total Sky News Expenditure spent by members of the Sky Group:
(i) during the period from the Effective Date to 30 June 2019 will be at least an amount which, when added to the total Sky News Expenditure during any period from 1 July 2018 to the Effective Date, is equal to the Initial Amount, as increased (for the previous 12 months only) by CPIH as published in July 2018 (or, if not available in July 2018, the next month in which it is published) (the Initial Amount so increased being the "First Year Amount");
(ii) during the period from 1 July 2019 to 30 June 2020 will be at least an amount equal to the First Year Amount, as increased by CPIH as published in July 2019 (or, if not available in July 2019, the next month in which it is published) (such increased amount being the "Second Year Amount");
(iii) during the period from 1 July 2020 to 30 June 2021 will be at least an amount equal to the Second Year Amount, as increased by CPIH as published in July 2020 (or, if not available in July 2020, the next month in which it is published) (such increased amount being the "Third Year Amount");
(iv) during the period from 1 July 2021 to 30 June 2022 will be at least an amount equal to the Third Year Amount, as increased by CPIH as published in July 2021 (or, if not available in July 2021, the next month in which it is published) (such increased amount being the "Fourth Year Amount"); and
(v) during the period from 1 July 2022 to 30 June 2023 will be at least an amount equal to the Fourth Year Amount, as increased by CPIH as published in July 2022 (or, if not available in July 2022, the next month in which it is published) (such increased amount being the "Final Year Amount"),
each of the First Year Amount, the Second Year Amount, the Third Year Amount, the Fourth Year Amount and the Final Year Amount being the "Applicable Base Expenditure" in respect of the relevant period; and
(c) in the event that the total Sky News Expenditure spent by members of the Sky Group during the period from 1 July 2018 to 30 June 2019 or any period set out in any of paragraphs 1.1(b)(ii) to (v) (each such period being an "Expenditure Period") is less than the Applicable Base Expenditure for that period, the amount of that shortfall ("Shortfall") shall be spent by members of the Sky Group as Sky News Expenditure within 6 months of the end of that period (each such period being a "Shortfall Period") and provided that the amount of any Sky News Expenditure spent pursuant to this Post-Offer Undertaking shall not be considered as Sky News Expenditure spent for the purposes of the Post-Offer Undertaking at paragraph 1.1(b) during the Expenditure Period following that in which the Shortfall arose.
1.2 Comcast undertakes to procure, and Sky undertakes, that throughout each Expenditure Period and from 1 July 2023 to 31 December 2023, the Sky Group shall maintain financial records containing and recording all items of Sky News Expenditure and the total Sky News Expenditure in each such period.
1.3 Comcast undertakes that it shall make available to Sky such funding as may be necessary to enable Sky to satisfy the Post-Offer Undertaking at paragraph 1.1(c) irrespective of Comcast's level (if any) of ownership of or control over Sky.
(Paragraphs 1.1(a), 1.1(b), 1.1(c), 1.2 and 1.3 together being the "Sky News Post-Offer Undertakings").
1.4 For the purposes of the Sky News Post-Offer Undertakings:
(a) "CPIH" means the annual consumer prices index rate, including a measure of owner occupiers' housing costs, as published by the Office for National Statistics (or any successor);
(b) "Indirect Costs Cap" means in respect of an Expenditure Period (and including any related Shortfall Period) an amount equal to 30 per cent. of the Applicable Base Expenditure for that Expenditure Period;
(c) "Initial Amount" means the amount of the total Sky News Expenditure for the period from 1 July 2016 to 30 June 2017 (see Note 1);
(d) "Relevant Costs" means:
(i) the direct costs relating to:
(A) headcount: the cost of all permanent staff and freelancers working directly on the provision of a Sky-Branded News Service (including presenters, reporters, producers, editors and cameramen);
(B) coverage/newsgathering: daily newsgathering costs (e.g. travel, accommodation and feeds), large story spend (e.g. referenda, elections), newsgathering contract costs (e.g. The Associated Press) and satellite truck maintenance and operational costs;
(C) production, studio and archive: all production and studio costs (headcount, equipment and storage) and operational spend, news archive costs, and foreign bureau rent and office costs;
(D) Sky News International: transponder, marketing, and headcount costs for Sky News International;
(E) digital: headcount costs for digital team and associated contracts;
(F) radio: headcount costs for radio journalists and costs of associated radio contracts; and
(G) channel management: headcount costs for direct channel management of a Sky-Branded News Service including the Head of a Sky-Branded News Service; and
(ii) subject to (iii) below, the indirect costs relating to:
(A) satellite and digital terrestrial television (Freeview) and other capacity: an allocation to a Sky-Branded News Service of: (i) total satellite capacity costs; (ii) total Freeview capacity costs; and (iii) related headcount costs;
(B) music licence fees: an allocation to a Sky-Branded News Service of total music licence costs;
(C) creative services: headcount costs of the graphics team working for, and an allocation of creative agency and promotional costs to, a Sky-Branded News Service;
(D) corporate overhead and functional information technology and human resources: an allocation to a Sky-Branded News Service of: (i) corporate headcount support comprising headcount from Sky's legal, finance, human resources and public affairs departments; and (ii) information technology and human resources support costs (e.g. laptop support); and
(E) capital expenditure depreciations: capital expenditure depreciation on the capital assets directly employed for the purposes of the provision of a Sky-Branded News Service, comprising news gathering and operational equipment (e.g. cameras and SIS trucks),
but, in each case, excluding indirect costs relating to property and facilities shared with other businesses (not being a Sky-Branded News Service) of the Sky Group (including rates and rent for buildings from which a Sky-Branded News Service operates), marketing (including advertising), equipment support and broadcast operations (i.e. the headcount and equipment costs relating to the ingest and playout of audiovisual content).
(iii) If and to the extent that indirect costs in any Expenditure Period (including any related Shortfall Period) exceeds the Indirect Costs Cap for that period, the total amount of any indirect costs for that Expenditure Period (including any related Shortfall Period) shall be deemed to be equal to the Indirect Costs Cap.
(e) "Sky-Branded News Service" means a 24 hour news and current affairs service comprising television news channels (and which may also include related digital and radio services) that is distributed to an audience in the United Kingdom (although it may also be received internationally) that:
(i) is made available under a brand which incorporates the word "Sky" (and may include the brands "Sky News" and "Sky News HD"); and
(ii) may be made available on a free to air or a charged (including a subscription) basis; but
(iii) does not include Sky Sports News.
(f) "Sky News Expenditure" means expenditure by members of the Sky Group (excluding any expenditure between such members) on Relevant Costs incurred on a basis which is consistent with Sky's previous accounting policies and methodology for the purposes of carrying on a Sky-Branded News Service;
(g) "Sky News International" means a version or versions of a Sky-Branded News Service distributed to an audience outside of the UK; and
(h) "Sky Sports News" means a news service with a majority of its content focussed on sports related news.
1.5 For the purposes of the Sky News Post-Offer Undertakings, a certification by the Supervisor as to any of the following:
(a) whether or not expenditure constitutes:
(i) Sky News Expenditure;
(ii) expenditure by members of the Sky Group; and
(iii) expenditure during a period; and
(b) what amount constitutes:
(i) the Initial Amount; and
(ii) Shortfall,
shall be final and conclusive and binding on Comcast and Sky.
Note 1: The Initial Amount is commercially sensitive and a figure is therefore not included in this announcement. It will, however, be certified by the Supervisor.
2. Sky Group's UK Headquarters at Osterley
Throughout the period of five years from the Effective Date, Comcast undertakes to procure, and Sky undertakes, that the Sky Group shall maintain its UK headquarters in Osterley, Greater London, TW7 by Sky occupying one or more buildings in Osterley, one of which buildings shall be publicly designated as the Sky Group's UK headquarters and be the registered office of Sky.
3. Ownership of Newspapers in the UK
Throughout the period of five years from the Effective Date:
(a) Comcast undertakes that neither Comcast nor any of its subsidiaries or subsidiary undertakings shall; and
(b) Comcast undertakes to procure, and Sky undertakes, that neither Sky nor any of Sky's subsidiaries or subsidiary undertakings shall,
in each case, directly or indirectly, whether alone or with or through any third party, hold or acquire (or enter into any agreement, or trigger any obligation, to so hold or acquire) a majority of the shares or voting rights in, or the right to appoint or remove a majority of the board of directors of, any undertaking which carries on a business of publishing any daily, Sunday or local UK Newspaper (the "UK Newspaper Post-Offer Undertaking").
For the purposes of the UK Newspaper Post-Offer Undertaking, "UK Newspaper" means a printed newspaper publication, the majority of the content (excluding advertisements) of which consists of news reports related to public and current affairs and other journalistic content, published at intervals of not more than 7 days and distributed wholly or primarily either nationally throughout the UK or in a specific local area of the UK (and which may also be made available in digital form) but excluding a publication which is made available only in digital form.
4. Sky News Board
Each of Comcast and Sky undertakes to procure that, no later than three months after the Effective Date, the Sky Group shall establish an "editorial board" for the Sky-Branded News Service by Sky UK Limited (or, alternatively, any other member of the Sky Group that, as at the date on which the "editorial board" is so established, holds the relevant licence(s) for a Sky-Branded News Service):
(a) designating and appointing no fewer than three individuals to an "editorial board", such designation and appointment to be considered satisfied when announced via a RIS; and
(b) publishing the terms of reference of that "editorial board" on a website.
Qualification and Condition
Subject to consulting the Panel in advance and obtaining the Panel's consent to rely on such qualification or condition pursuant to Rule 19.5(f) of the City Code, a Post-Offer Undertaking will no longer apply if and to the extent that the Panel determines that Comcast or Sky (as the case may be) is unable to comply with that Post-Offer Undertaking as a result of an event, act or circumstance beyond the control of Comcast or Sky (as the case may be).
Definitions and Interpretation
The following definitions and interpretations also apply for the purposes of Part A of this announcement and the Post-Offer Undertakings:
"City Code" | means the City Code on Takeovers and Mergers; |
"Comcast" | means Comcast Corporation, a company incorporated in Pennsylvania with its registered office in One Comcast Center, Philadelphia, PA 19103; |
"Effective Date" | means the date on which the Offer becomes or is declared unconditional in all respects; |
"Offer" | means the offer by Comcast for the entire issued share capital of Sky to be made following Comcast's announcement of its firm intention to make an offer on 25 April 2018; |
"Panel" | means the UK Panel on Takeovers and Mergers ; |
"procure" | includes taking, continuing to take and preserving the ability to take steps to secure a relevant outcome, including (without prejudice to the aforesaid) by obtaining from any person or entity enforceable obligations and commitments to act and enforcing such obligations and commitments; and, for the avoidance of doubt, a Post-Offer Undertaking by Comcast to "procure" shall subsist and continue in full force and effect irrespective of Comcast's level (if any) of ownership of or control over Sky; |
"right to appoint or remove a majority of the board of directors" | shall be construed in accordance with Schedule 6 of the Companies Act 2006; |
"RIS" | has the meaning given in the City Code; |
"Sky" | means Sky plc, a company incorporated in England and Wales with registered number 02247735; |
"Sky Group" | means Sky and its subsidiaries and subsidiary undertakings from time to time; |
"Sky UK Limited" | means Sky UK Limited, a company incorporated in England and Wales with registered number 09006991; |
"subsidiary" | has the meaning given in Section 1159 of the Companies Act 2006; |
"subsidiary undertaking" | has the meaning given in Section 1162 of the Companies Act 2006; |
"Supervisor" | means Grant Thornton UK LLP; |
"UK" | means the United Kingdom of Great Britain and Northern Ireland; |
"undertaking" | has the meaning given in Section 1161 of the Companies Act 2006; and |
"voting rights" | shall be construed in accordance with Schedule 6 of the Companies Act 2006. |
Further Information regarding the Post-Offer Undertakings
The Post-Offer Undertakings set out in Part A of this announcement are in a form acceptable to the Panel, are legally binding commitments and, should the Effective Date occur, each of Comcast and Sky must comply with the terms of its respective Post-Offer Undertakings and complete any courses of action committed to within the relevant time periods set out.
Comcast and Sky have each appointed the Supervisor to monitor its compliance with the Post-Offer Undertakings it has given. In respect of its appointment, the Supervisor has agreed a work-plan with the Panel in order to monitor compliance by each of Comcast and Sky with the Post-Offer Undertakings it has given.
Comcast, Sky and the Supervisor will be required to submit periodic reports to the Panel, in accordance with the provisions of Rule 19.5(h) and (i) of the City Code, in respect of the Post-Offer Undertakings.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy. END
Sky Limited
Released 11:55:04 12 June 2020
RNS Number : 8413P
12 June 2020
Sky Limited and Sky Group Finance Limited - Annual Report and Financial Statements
Sky Limited (formerly Sky plc) and Sky Group Finance Limited (together the "Issuers") each announce that their Annual Report and Financial Statements for the 18 month period ended 31 December 2019 have been published, together with those for Sky UK Limited, Sky Telecommunications Services Limited, Sky Subscribers Services Limited and Sky CP Limited (collectively the "Guarantors").
The documents have been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquiries:
Marci Ryvicker, Investor Relations
Marci_Ryvicker@comcast.com; +1 (215) 286 4781
Jennifer Khoury, Corporate Communications
Jennifer_Khoury@Comcast.com; +1 (215) 286 7408
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com. END
Sky Limited
Filing of Comcast Annual Report for y/e 31.12.19
RNS Number : 5031BSky Limited31 January 2020
FOR IMMEDIATE RELEASE
31 January 2020
SKY LIMITED AND SKY GROUP FINANCE LIMITED ANNOUNCE
Filing of the Comcast Annual Report on Form 10-K for the Year Ended 31 December 2019
Sky Limited (formerly known as Sky plc) ("Sky") and Sky Group Finance Limited ("Sky Finance" and, together with Sky, the "Issuers") announce that on 30 January 2020 Comcast Corporation ("Comcast"), the ultimate parent company of the Issuers, pursuant to its obligations under the U.S. Securities Exchange Act of 1934, as amended, has filed its Annual Report on Form 10-K for the year ended 31 December 2019 with the U.S. Securities and Exchange Commission (the "SEC").
A copy of Comcast's Form 10-K is available on the SEC's website at http://www.sec.gov and on Comcast's Investor Relations website at http://www.cmcsa.com/financial... Corporation
Marci Ryvicker, Investor Relations
Marci_Ryvicker@comcast.com; +1 (215) 286 4781
D'Arcy Rudnay, Corporate Communications
DRudnay@Comcast.com; +1 (215) 286 8582
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com. END
Sky Limited
Post-offer Undertakings Report
RNS Number : 6450LSky Limited09 September 2019
9 September 2019
Sky Limited
Post‑offer undertakings in relation to the acquisition of Sky plc ("Sky") by Comcast Corporation ("Comcast") ‑ report in compliance with Rule 19.5(h) of the City Code
BACKGROUND
In relation to the acquisition of Sky by Comcast on 9 October 2018 (the "Effective Date"), each of Comcast and Sky has given post‑offer undertakings under Rule 19.5 of the City Code (each a "Post‑Offer Undertaking" and together the "Post‑Offer Undertakings"), full details of which were set out in Part A of an RIS announcement dated 8 May 2018 (the "POU Announcement"), relevant extracts from which are attached to this report as Appendix A.
Pursuant to Rule 19.5(e) of the City Code, each of Comcast and Sky must comply with the terms of the Post‑Offer Undertakings it has given for the periods of time specified in the Post‑Offer Undertakings and must complete any course of action committed to by the dates specified in the Post‑Offer Undertakings.
This report is provided in accordance with Rule 19.5(h) of the City Code, pursuant to which Comcast and Sky must submit written reports to the Panel at such intervals (of not more than 12 months) as the Panel may require in relation to its compliance with the Post‑Offer Undertakings it has given.
Unless otherwise defined in this report, terms used in this report shall have the same meanings given to them in the POU Announcement.
SUBMISSION
Sky‑Branded News Service
1. Throughout the period from the Effective Date until 30 June 2019, a member of the Sky Group (alone or with other members of the Sky Group):
(a) had ownership of, or the right to use, all assets and rights (including licences) necessary to carry on a Sky‑Branded News Service; and
(b) continued to carry on a Sky‑Branded News Service.
2. During the period from 1 July 2018 to 30 June 2019, the total Sky News Expenditure spent by members of the Sky Group was at least an amount equal to the Applicable Base Expenditure in respect of that period.
3. Throughout the period from the Effective Date to 30 June 2019 the Sky Group maintained financial records containing and recording all items of Sky News Expenditure and the total Sky News Expenditure in that period.
Sky Group's UK Headquarters at Osterley
4. Throughout the period from the Effective Date to 30 June 2019, the Sky Group maintained its UK headquarters in Osterley, Greater London, TW7 by Sky occupying one or more buildings in Osterley, one of which buildings was publicly designated as the Sky Group's UK headquarters and was the registered office of Sky.
Ownership of Newspapers in the UK
5. Throughout the period from the Effective Date to 30 June 2019, neither Comcast nor Sky nor any of their respective subsidiaries or subsidiary undertakings directly or indirectly, whether alone or with or through any third party, held or acquired (or entered into an agreement, or triggered any obligation, to so hold or acquire) a majority of the shares or voting rights in, or the right to appoint or remove a majority of the board of directors of, any undertaking which carries or carried on a business of publishing any daily, Sunday or local UK Newspaper.
Sky News Board
6. On 5 December 2018 and as announced via a RIS on that date, the Sky Group established an "editorial board" for the Sky‑Branded News Service by Sky UK Limited:
(a) designating and appointing Nigel Baker, Sue Inglish, Chris Banatvala, Mark Astaire to that "editorial board"; and
(b) publishing the terms of reference of that "editorial board" on the Sky News website (https://components.news.sky.com/files/terms_of_reference_of_the_sky_news_board.pdf).
This report is submitted to the Panel in accordance with Rule 19.5(h) of the City Code and has been approved by the boards of directors of Sky and Comcast.
APPENDIX A - POST OFFER UNDERTAKINGS
Comcast and Sky make the following post-offer undertakings pursuant to Rule 19.5 of the City Code, subject to the qualification and condition set out below (each of the post-offer undertakings in paragraphs 1.1(a), 1.1(b), 1.1(c), 1.2, 1.3, 2, 3 and 4 being a "Post-Offer Undertaking" and, together, the "Post-Offer Undertakings").
1. Sky-Branded News Service
1.1 Comcast undertakes to procure, and Sky undertakes, that:
(a) throughout the period of five years from the Effective Date or, if longer, from the Effective Date to the date on which the Post-Offer Undertakings at paragraphs 1.1(b), 1.1(c), 1.2 and 1.3 have been satisfied in full, a member of the Sky Group (alone or with other members of the Sky Group) shall:
(i) have ownership of, or the right to use, all assets and rights (including licences) necessary to carry on a Sky-Branded News Service; and
(ii) continue to carry on a Sky-Branded News Service;
(b) subject to the Post-Offer Undertaking at paragraph 1.1(c), the total Sky News Expenditure spent by members of the Sky Group:
(i) during the period from the Effective Date to 30 June 2019 will be at least an amount which, when added to the total Sky News Expenditure during any period from 1 July 2018 to the Effective Date, is equal to the Initial Amount, as increased (for the previous 12 months only) by CPIH as published in July 2018 (or, if not available in July 2018, the next month in which it is published) (the Initial Amount so increased being the "First Year Amount");
(ii) during the period from 1 July 2019 to 30 June 2020 will be at least an amount equal to the First Year Amount, as increased by CPIH as published in July 2019 (or, if not available in July 2019, the next month in which it is published) (such increased amount being the "Second Year Amount");
(iii) during the period from 1 July 2020 to 30 June 2021 will be at least an amount equal to the Second Year Amount, as increased by CPIH as published in July 2020 (or, if not available in July 2020, the next month in which it is published) (such increased amount being the "Third Year Amount");
(iv) during the period from 1 July 2021 to 30 June 2022 will be at least an amount equal to the Third Year Amount, as increased by CPIH as published in July 2021 (or, if not available in July 2021, the next month in which it is published) (such increased amount being the "Fourth Year Amount"); and
(v) during the period from 1 July 2022 to 30 June 2023 will be at least an amount equal to the Fourth Year Amount, as increased by CPIH as published in July 2022 (or, if not available in July 2022, the next month in which it is published) (such increased amount being the "Final Year Amount"),
each of the First Year Amount, the Second Year Amount, the Third Year Amount, the Fourth Year Amount and the Final Year Amount being the "Applicable Base Expenditure" in respect of the relevant period; and
(c) in the event that the total Sky News Expenditure spent by members of the Sky Group during the period from 1 July 2018 to 30 June 2019 or any period set out in any of paragraphs 1.1(b)(ii) to (v) (each such period being an "Expenditure Period") is less than the Applicable Base Expenditure for that period, the amount of that shortfall ("Shortfall") shall be spent by members of the Sky Group as Sky News Expenditure within 6 months of the end of that period (each such period being a "Shortfall Period") and provided that the amount of any Sky News Expenditure spent pursuant to this Post-Offer Undertaking shall not be considered as Sky News Expenditure spent for the purposes of the Post-Offer Undertaking at paragraph 1.1(b) during the Expenditure Period following that in which the Shortfall arose.
1.2 Comcast undertakes to procure, and Sky undertakes, that throughout each Expenditure Period and from 1 July 2023 to 31 December 2023, the Sky Group shall maintain financial records containing and recording all items of Sky News Expenditure and the total Sky News Expenditure in each such period.
1.3 Comcast undertakes that it shall make available to Sky such funding as may be necessary to enable Sky to satisfy the Post-Offer Undertaking at paragraph 1.1(c) irrespective of Comcast's level (if any) of ownership of or control over Sky.
(Paragraphs 1.1(a), 1.1(b), 1.1(c), 1.2 and 1.3 together being the "Sky News Post-Offer Undertakings").
1.4 For the purposes of the Sky News Post-Offer Undertakings:
(a) "CPIH" means the annual consumer prices index rate, including a measure of owner occupiers' housing costs, as published by the Office for National Statistics (or any successor);
(b) "Indirect Costs Cap" means in respect of an Expenditure Period (and including any related Shortfall Period) an amount equal to 30 per cent. of the Applicable Base Expenditure for that Expenditure Period;
(c) "Initial Amount" means the amount of the total Sky News Expenditure for the period from 1 July 2016 to 30 June 2017 (see Note 1);
(d) "Relevant Costs" means:
(i) the direct costs relating to:
(A) headcount: the cost of all permanent staff and freelancers working directly on the provision of a Sky-Branded News Service (including presenters, reporters, producers, editors and cameramen);
(B) coverage/newsgathering: daily newsgathering costs (e.g. travel, accommodation and feeds), large story spend (e.g. referenda, elections), newsgathering contract costs (e.g. The Associated Press) and satellite truck maintenance and operational costs;
(C) production, studio and archive: all production and studio costs (headcount, equipment and storage) and operational spend, news archive costs, and foreign bureau rent and office costs;
(D) Sky News International: transponder, marketing, and headcount costs for Sky News International;
(E) digital: headcount costs for digital team and associated contracts;
(F) radio: headcount costs for radio journalists and costs of associated radio contracts; and
(G) channel management: headcount costs for direct channel management of a Sky-Branded News Service including the Head of a Sky-Branded News Service; and
(ii) subject to (iii) below, the indirect costs relating to:
(A) satellite and digital terrestrial television (Freeview) and other capacity: an allocation to a Sky-Branded News Service of: (i) total satellite capacity costs; (ii) total Freeview capacity costs; and (iii) related headcount costs;
(B) music licence fees: an allocation to a Sky-Branded News Service of total music licence costs;
(C) creative services: headcount costs of the graphics team working for, and an allocation of creative agency and promotional costs to, a Sky-Branded News Service;
(D) corporate overhead and functional information technology and human resources: an allocation to a Sky-Branded News Service of: (i) corporate headcount support comprising headcount from Sky's legal, finance, human resources and public affairs departments; and (ii) information technology and human resources support costs (e.g. laptop support); and
(E) capital expenditure depreciations: capital expenditure depreciation on the capital assets directly employed for the purposes of the provision of a Sky-Branded News Service, comprising news gathering and operational equipment (e.g. cameras and SIS trucks),
but, in each case, excluding indirect costs relating to property and facilities shared with other businesses (not being a Sky-Branded News Service) of the Sky Group (including rates and rent for buildings from which a Sky-Branded News Service operates), marketing (including advertising), equipment support and broadcast operations (i.e. the headcount and equipment costs relating to the ingest and playout of audiovisual content).
(iii) If and to the extent that indirect costs in any Expenditure Period (including any related Shortfall Period) exceeds the Indirect Costs Cap for that period, the total amount of any indirect costs for that Expenditure Period (including any related Shortfall Period) shall be deemed to be equal to the Indirect Costs Cap.
(e) "Sky-Branded News Service" means a 24 hour news and current affairs service comprising television news channels (and which may also include related digital and radio services) that is distributed to an audience in the United Kingdom (although it may also be received internationally) that:
(i) is made available under a brand which incorporates the word "Sky" (and may include the brands "Sky News" and "Sky News HD"); and
(ii) may be made available on a free to air or a charged (including a subscription) basis; but
(iii) does not include Sky Sports News.
(f) "Sky News Expenditure" means expenditure by members of the Sky Group (excluding any expenditure between such members) on Relevant Costs incurred on a basis which is consistent with Sky's previous accounting policies and methodology for the purposes of carrying on a Sky-Branded News Service;
(g) "Sky News International" means a version or versions of a Sky-Branded News Service distributed to an audience outside of the UK; and
(h) "Sky Sports News" means a news service with a majority of its content focussed on sports related news.
1.5 For the purposes of the Sky News Post-Offer Undertakings, a certification by the Supervisor as to any of the following:
(a) whether or not expenditure constitutes:
(i) Sky News Expenditure;
(ii) expenditure by members of the Sky Group; and
(iii) expenditure during a period; and
(b) what amount constitutes:
(i) the Initial Amount; and
(ii) Shortfall,
shall be final and conclusive and binding on Comcast and Sky.
Note 1: The Initial Amount is commercially sensitive and a figure is therefore not included in this announcement. It will, however, be certified by the Supervisor.
2. Sky Group's UK Headquarters at Osterley
Throughout the period of five years from the Effective Date, Comcast undertakes to procure, and Sky undertakes, that the Sky Group shall maintain its UK headquarters in Osterley, Greater London, TW7 by Sky occupying one or more buildings in Osterley, one of which buildings shall be publicly designated as the Sky Group's UK headquarters and be the registered office of Sky.
3. Ownership of Newspapers in the UK
Throughout the period of five years from the Effective Date:
(a) Comcast undertakes that neither Comcast nor any of its subsidiaries or subsidiary undertakings shall; and
(b) Comcast undertakes to procure, and Sky undertakes, that neither Sky nor any of Sky's subsidiaries or subsidiary undertakings shall,
in each case, directly or indirectly, whether alone or with or through any third party, hold or acquire (or enter into any agreement, or trigger any obligation, to so hold or acquire) a majority of the shares or voting rights in, or the right to appoint or remove a majority of the board of directors of, any undertaking which carries on a business of publishing any daily, Sunday or local UK Newspaper (the "UK Newspaper Post-Offer Undertaking").
For the purposes of the UK Newspaper Post-Offer Undertaking, "UK Newspaper" means a printed newspaper publication, the majority of the content (excluding advertisements) of which consists of news reports related to public and current affairs and other journalistic content, published at intervals of not more than 7 days and distributed wholly or primarily either nationally throughout the UK or in a specific local area of the UK (and which may also be made available in digital form) but excluding a publication which is made available only in digital form.
4. Sky News Board
Each of Comcast and Sky undertakes to procure that, no later than three months after the Effective Date, the Sky Group shall establish an "editorial board" for the Sky-Branded News Service by Sky UK Limited (or, alternatively, any other member of the Sky Group that, as at the date on which the "editorial board" is so established, holds the relevant licence(s) for a Sky-Branded News Service):
(a) designating and appointing no fewer than three individuals to an "editorial board", such designation and appointment to be considered satisfied when announced via a RIS; and
(b) publishing the terms of reference of that "editorial board" on a website.
Qualification and Condition
Subject to consulting the Panel in advance and obtaining the Panel's consent to rely on such qualification or condition pursuant to Rule 19.5(f) of the City Code, a Post-Offer Undertaking will no longer apply if and to the extent that the Panel determines that Comcast or Sky (as the case may be) is unable to comply with that Post-Offer Undertaking as a result of an event, act or circumstance beyond the control of Comcast or Sky (as the case may be).
Definitions and Interpretation
The following definitions and interpretations also apply for the purposes of Part A of this announcement and the Post-Offer Undertakings:
"City Code" | means the City Code on Takeovers and Mergers; |
"Comcast" | means Comcast Corporation, a company incorporated in Pennsylvania with its registered office in One Comcast Center, Philadelphia, PA 19103; |
"Effective Date" | means the date on which the Offer becomes or is declared unconditional in all respects; |
"Offer" | means the offer by Comcast for the entire issued share capital of Sky to be made following Comcast's announcement of its firm intention to make an offer on 25 April 2018; |
"Panel" | means the UK Panel on Takeovers and Mergers; |
"procure" | includes taking, continuing to take and preserving the ability to take steps to secure a relevant outcome, including (without prejudice to the aforesaid) by obtaining from any person or entity enforceable obligations and commitments to act and enforcing such obligations and commitments; and, for the avoidance of doubt, a Post-Offer Undertaking by Comcast to "procure" shall subsist and continue in full force and effect irrespective of Comcast's level (if any) of ownership of or control over Sky; |
"right to appoint or remove a majority of the board of directors" | shall be construed in accordance with Schedule 6 of the Companies Act 2006; |
"RIS" | has the meaning given in the City Code; |
"Sky" | means Sky plc, a company incorporated in England and Wales with registered number 02247735; |
"Sky Group" | means Sky and its subsidiaries and subsidiary undertakings from time to time; |
"Sky UK Limited" | means Sky UK Limited, a company incorporated in England and Wales with registered number 09006991; |
"subsidiary" | has the meaning given in Section 1159 of the Companies Act 2006; |
"subsidiary undertaking" | has the meaning given in Section 1162 of the Companies Act 2006; |
"Supervisor" | means Grant Thornton UK LLP; |
"UK" | means the United Kingdom of Great Britain and Northern Ireland; |
"undertaking" | has the meaning given in Section 1161 of the Companies Act 2006; and |
"voting rights" | shall be construed in accordance with Schedule 6 of the Companies Act 2006. |
Further Information regarding the Post-Offer Undertakings
The Post-Offer Undertakings set out in Part A of this announcement are in a form acceptable to the Panel, are legally binding commitments and, should the Effective Date occur, each of Comcast and Sky must comply with the terms of its respective Post-Offer Undertakings and complete any courses of action committed to within the relevant time periods set out.
Comcast and Sky have each appointed the Supervisor to monitor its compliance with the Post-Offer Undertakings it has given. In respect of its appointment, the Supervisor has agreed a work-plan with the Panel in order to monitor compliance by each of Comcast and Sky with the Post-Offer Undertakings it has given.
Comcast, Sky and the Supervisor will be required to submit periodic reports to the Panel, in accordance with the provisions of Rule 19.5(h) and (i) of the City Code, in respect of the Post-Offer Undertakings.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com. END
Sky Limited
Supplemental Indentures and Comcast Guarantees
RNS Number : 4933ASky Limited29 May 2019
SKY LIMITED AND SKY GROUP FINANCE PLC ANNOUNCE
EXECUTION OF SUPPLEMENTAL INDENTURES AND COMCAST GUARANTEES
29 May 2019
Sky Limited ("Sky") and Sky Group Finance plc ("Sky Finance" and, together with Sky, the "Issuers") previously announced that the Requisite Consents were obtained for the proposed amendments (the "Proposed Amendments") to the indentures governing the New York Law Notes (as defined below) issued by the Issuers, as set out in the consent solicitation memorandum dated 21 March 2019 (the "Consent Solicitation Memorandum").
The "New York Law Notes" are as follows:
· $750,000,000 2.625% Notes due 2019 (CUSIP: G15632AQ8/111013AM0; ISIN: USG15632AQ89/US111013AM04);
· $800,000,000 3.125% Notes due 2022 (CUSIP: G15632AN5/111013AK4; ISIN: USG15632AN58/US111013AK48);
· $1,250,000,000 3.750 per cent. Notes due 2024 (CUSIP: G15632AP0/111013AL2; ISIN: USG15632AP07/US111013AL21); and
· $350,000,000 6.500% Notes due 2035 (CUSIP: G1658KAB7/11778BAB8; ISIN: USG1658KAB73/US11778BAB80).
Separately, Sky solicited consents (the "Concurrent Consent Solicitations") for certain proposed amendments relating to nine series of notes issued by Sky that are governed by English law (the "English Law Notes"), including three series of notes issued by Sky that were previously admitted to trading on the Main Market of the London Stock Exchange (the "Listing Transfer Notes"), pursuant to a separate consent solicitation memorandum dated 21 March 2019. In connection with the Concurrent Consent Solicitations, the Extraordinary Resolutions relating to each series of English Law Notes, including the Listing Transfer Notes, were duly passed in the Meetings or adjourned Meetings, as applicable, and Sky separately announced on 22 May 2019 the transfer of the Listing Transfer Notes from the Main Market of the London Stock Exchange to the Professional Securities Market of the London Stock Exchange.
Accordingly, the Proposed Amendments were implemented as of today, and the relevant Supplemental Indenture and relevant Comcast Corporation ("Comcast") guarantee (the "Comcast Guarantee") in respect of such series of New York Law Notes were executed today. In addition, Comcast, at the same time that the Comcast Guarantees were executed in respect of each series of New York Law Notes, executed a guarantee in respect of each series of English Law Notes. As a result of the execution of the Comcast Guarantees in respect of the New York Law Notes, such notes are subject to certain transfer restrictions. See "Transfer Restrictions" in the Consent Solicitation Memorandum.
Re-registration of Sky Finance
Sky Finance hereby announces that it is in the process of re-registering from a public limited company to a private limited company (the "Re-registration"), upon which its name will change from Sky Group Finance plc to Sky Group Finance Limited (the "Change of Name"). The Re-registration and Change of Name are expected to become effective on or about 30 May 2019.
Person making this announcement
Chris Taylor, Company Secretary
Sky Limited and Sky Group Finance plc
This announcement does not constitute a solicitation of an offer to sell or recommendation to purchase the New York Law Notes referred to in this announcement or any other securities. The distribution of this announcement in certain jurisdictions may be restricted by law.
Capitalised terms used but not defined in this announcement have the same meanings given to them in the Consent Solicitation Memorandum.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com. END
Sky Limited
Execution of Documents
RNS Number : 4927ASky Limited29 May 2019
NOTICE
To the Holders of the Outstanding
€1,500,000,000 1.500 per cent. Guaranteed Notes due 2021 issued under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2021 Notes"); |
€1,000,000,000 2.500 per cent. Guaranteed Notes due 2026 (issued under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2026 Notes"); |
£300,000,000 6.000 per cent. Guaranteed Notes due 2027 issued under the £5,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2027 Notes"); |
£450,000,000 2.875 per cent. Guaranteed Notes due 2020 issued under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2020 FXD Notes"); |
€600,000,000 Floating Rate Guaranteed Notes due 2020 issued under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2020 FRN Notes"); |
€850,000,000 1.875 per cent. Guaranteed Notes due 2023 issued under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2023 Notes"); |
€500,000,000 2.250 per cent. Guaranteed Notes due 2025 issued under the £5,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2025 Notes"); |
£300,000,000 4.000 per cent. Guaranteed Notes due 2029 issued under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2029 GBP Notes"); and |
€400,000,000 2.750 per cent. Guaranteed Notes due 2029 issued under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2029 EUR Notes", and together with the 2021 Notes, the 2026 Notes, the 2027 Notes, the 2020 FXD Notes, the 2020 FRN Notes, the 2023 Notes, the 2025 Notes and the 2029 GBP Notes, the "Notes") |
in each case, issued by Sky Limited (the "Issuer") and guaranteed by, inter alia, Sky Group Finance plc ("Sky Finance")
29 May 2019
NOTICE IS HEREBY GIVEN that pursuant to the Extraordinary Resolutions (as set out in the Notice of Meeting dated 21 March 2019 and Notice of Adjourned Meeting dated 12 April 2019) duly passed by the holders of each series of the Notes, (a) supplemental trusts deeds (the "Supplemental Trust Deeds") to each of (i) the trust deed dated 5 September 2014, as supplemented, amended, restated and modified from time to time (the "2014 Trust Deed"), (ii) the trust deed dated June 2015, as supplemented, amended, restated and modified from time to time (the "2015 Trust Deed"), and (iii) the trust deed dated 2 April 2007, as supplemented, amended, restated and modified from time to time (the "2007 Trust Deed", and together with the 2014 Trust Deed and the 2015 Trust Deed, the "Trust Deeds"), each made between the Issuer and BNY Mellon Corporate Trustee Services Limited as trustee; and (b) a deed of guarantee containing an irrevocable, full and unconditional guarantee by Comcast Corporation of the payment of principal and interest on each of the Notes, have been executed on 29 May 2019.
The Supplemental Trust Deeds reflect certain amendments to the Trust Deeds including, inter alia, the following provisions of Condition 10 (Events of Default): (c) (Cross Acceleration); (d) (Failure to pay other Indebtedness at Maturity) and (e) (Enforcement Proceedings), in each case, by deleting the words "the greater of U.S.$75,000,000 or its equivalent and 5 per cent. of Consolidated Net Tangible Assets (in each case as reasonably determined by the Trustee)" and replacing them with the amount "U.S.$450,000,000 or its equivalent", which represents approximately 5 per cent. of the Sky Group's Consolidated Net Tangible Assets as of June 30, 2018 which was £7,104,000,000 for the purposes of the Conditions. Capitalised terms used herein and not otherwise defined shall have the meanings given to them in Appendix 1 to the Consent Solicitation Memorandum dated 21 March 2019.
Re-registration of Sky Finance
Sky Finance hereby announces that it is in the process of re-registering from a public limited company to a private limited company (the "Re-registration") upon which its name will change from Sky Group Finance plc to Sky Group Finance Limited (the "Change of Name"). Notice is given to the holders of the U.S.$350,000,000 6.500 per cent. Senior Unsecured Notes due 2035 (CUSIP: G1658KAB7/11778BAB8; ISIN: USG1658KAB73/US11778BAB80) that the Re-registration and Change of Name are expected to become effective on or about 30 May 2019.
Person making this announcement
Chris Taylor, Company Secretary
Sky Limited and Sky Group Finance plc
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com. END
Sky Limited
Sky confirms transfer of securities to PSM
RNS Number : 8576ZSky Limited22 May 2019
SKY LIMITED ANNOUNCES TRANSFER OF CERTAIN SECURITIES TO THE PROFESSIONAL SECURITIES MARKET OF THE LONDON STOCK EXCHANGE PLC
€1,500,000,000 1.500% Guaranteed Notes due 2021 (ISIN: XS1109741246), €1,000,000,000 2.500% Guaranteed Notes due 2026 (ISIN: XS1109741329) and £300,000,000 6.000% Guaranteed Notes due 2027 (ISIN: XS0301676861) issued by Sky Limited (together, the "Notes")
Notice is given that, on 22 May 2019, the Notes were transferred from the Main Market of the London Stock Exchange plc to the Professional Securities Market of the London Stock Exchange plc.
Person making this announcement
Chris Taylor, Company Secretary
Sky Limited
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com. END
Sky Limited
Sky announces transfer of securities to PSM
RNS Number : 3705YSky Limited08 May 2019
SKY LIMITED ANNOUNCES TRANSFER OF CERTAIN SECURITIES TO THE PROFESSIONAL SECURITIES MARKET OF THE LONDON STOCK EXCHANGE PLC
€1,500,000,000 1.500% Guaranteed Notes due 2021 (ISIN: XS1109741246), €1,000,000,000 2.500% Guaranteed Notes due 2026 (ISIN: XS1109741329) and £300,000,000 6.000% Guaranteed Notes due 2027 (ISIN: XS0301676861) issued by Sky Limited (together, the "Notes")
Notice is given that on or about 22 May 2019, the Notes will be transferred from the Main Market of the London Stock Exchange plc to the Professional Securities Market of the London Stock Exchange plc.
Person making this announcement
Chris Taylor
Company Secretary
Sky Limited
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com. END
Sky Limited
SKY ANNOUNCES RESULTS OF CONSENT SOLICITATIONS
RNS Number : 2720XSky Limited26 April 2019
SKY LIMITED AND SKY GROUP FINANCE PLC ANNOUNCE
RESULTS OF CONCURRENT CONSENT SOLICITATIONS
26 April 2019
Sky Limited ("Sky") and Sky Group Finance plc ("Sky Finance" and, together with Sky, the "Issuers") previously announced the results of the consent solicitations (the "Consent Solicitations") relating the proposed amendments (the "Proposed Amendments") to the indentures governing the relevant New York Law Notes (as defined below) issued by the Issuers as set out in the consent solicitation memorandum dated 21 March 2019 (the "Consent Solicitation Memorandum"). The Consent Solicitations expired at 10:00 am, London time, on 10 April 2019 (the "Expiration Deadline"). As of the Expiration Deadline, the Requisite Consents were obtained for all series of New York Law Notes.
The "New York Law Notes" are as follows:
· $750,000,000 2.625% Notes due 2019 (CUSIP: G15632AQ8/111013AM0; ISIN: USG15632AQ89/US111013AM04);
· $800,000,000 3.125% Notes due 2022 (CUSIP: G15632AN5/111013AK4; ISIN: USG15632AN58/US111013AK48);
· $1,250,000,000 3.750 per cent. Notes due 2024 (CUSIP: G15632AP0/111013AL2; ISIN: USG15632AP07/US111013AL21); and
· $350,000,000 6.500% Notes due 2035 (CUSIP: G1658KAB7/11778BAB8; ISIN: USG1658KAB73/US11778BAB80).
Separately, Sky solicited consents (the "Concurrent Consent Solicitations") for certain proposed amendments relating to nine series of notes issued by Sky that are governed by English law (the "English Law Notes"), including three series of notes issued by Sky that are admitted to trading on the Main Market of the London Stock Exchange (the "Main Market Notes"), pursuant to a separate consent solicitation memorandum dated 21 March 2019. In connection with the Concurrent Consent Solicitations, Sky has separately announced today the results of the adjourned Meetings. The Extraordinary Resolutions relating to each series of English Law Notes, including the Main Market Notes, were duly passed in the Meetings or adjourned Meetings, as applicable.
Accordingly, the Proposed Amendments will be implemented and the relevant Supplemental Indenture and the relevant Potential Guarantee in respect of such series of New York Law Notes will be executed within 90 days from the date of the Listing Transfer (as defined in the Consent Solicitation Memorandum). In addition, Comcast Corporation will, at the same time that the Potential Guarantee is executed in respect of each series of New York Law Notes, execute a guarantee in respect of each series of English Law Notes. Once the Potential Guarantee is executed in respect of the New York Law Notes, such notes will be subject to certain transfer restrictions. See "Transfer Restrictions" in the Consent Solicitation Memorandum. A further announcement will be made once the relevant Supplemental Indentures and Potential Guarantees have been executed.
This announcement does not constitute a solicitation of an offer to sell or recommendation to purchase the New York Law Notes referred to in this announcement or any other securities. The distribution of this announcement in certain jurisdictions may be restricted by law.
Capitalised terms used but not defined in this announcement have the same meanings given to them in the Consent Solicitation Memorandum.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com. END
Sky Limited
SKY ANNOUNCES RESULTS OF NOTEHOLDER MEETINGS
RNS Number : 2718XSky Limited26 April 2019
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A SOLICITATION OF AN OFFER TO SELL OR RECOMMENDATION TO PURCHASE THE NOTES REFERRED TO IN THIS ANNOUNCEMENT OR ANY OTHER SECURITIES. THE CONSENT SOLICITATION IS NOT BEING MADE, AND THIS ANNOUNCEMENT SHALL NOT BE DISTRIBUTED, IN ANY JURISDICTION IN WHICH SUCH SOLICITATION OF CONSENTS IS NOT IN COMPLIANCE WITH THE LAWS OR REGULATIONS OF SUCH JURISDICTION.
SKY LIMITED ANNOUNCES RESULTS OF ADJOURNED MEETINGS IN RESPECT OF CERTAIN SECURITIES
26 April 2019
Sky Limited (the "Issuer") announces today the results of the meetings held on 26 April 2019 for holders of certain notes (the "Notes") to vote in respect of the Extraordinary Resolutions as set out in the Consent Solicitation Memorandum dated 21 March 2019 (the "Consent Solicitation Memorandum").
Capitalised terms used but not defined in this announcement have the same meanings given to them in the Notice of Adjourned Meeting dated 12 April 2019 (the "Notice of Adjourned Meeting") and/or the Trust Deeds.
Notice is hereby given to the holders of the Notes that at the relevant Meeting of holders of each series of the Notes convened by the Notice of Adjourned Meeting and held at the offices of Davis Polk & Wardwell London LLP, 5 Aldermanbury Square, London EC2V 7HR, United Kingdom, on 26 April 2019:
a) the relevant Meeting was either quorate or not quorate (as specified in the table below); and
b) the relevant Extraordinary Resolutions detailed in the Notice of Adjourned Meeting were duly passed or not passed (as specified in the table below).
ISIN | Issuer | Description of Security | Quorum requirement met? | Extraordinary Resolutions passed? |
XS1141970092 | Sky Limited | £450,000,000 2.875% Guaranteed Notes due 2020 | Yes | Yes |
XS1212467911 | Sky Limited | €600,000,000 Guaranteed Floating Rate Notes due 2020 | Yes | Yes |
XS1109741246 | Sky Limited | €1,500,000,000 1.500% Guaranteed Notes due 2021 | Yes | Yes |
XS1141969912 | Sky Limited | €850,000,000 1.875% Notes due 2023 | Yes | Yes |
XS1321424670 | Sky Limited | €500,000,000 2.250% Guaranteed Notes due 2025 | Yes | Yes |
XS1109741329 | Sky Limited | €1,000,000,000 2.500% Guaranteed Notes due 2026 | Yes | Yes |
In addition at the meetings held on 12 April 2019 the Holders of the following series of Notes had passed the relevant Extraordinary Resolutions detailed in the Notice of Meeting dated 21 March 2019:
ISIN | Issuer | Description of Security |
XS0301676861 | Sky Limited | £300,000,000 6.000% Guaranteed Notes due 2027 |
XS1141970175 | Sky Limited | £300,000,000 4.000% Guaranteed Notes due 2029 |
XS1143502901 | Sky Limited | €400,000,000 2.750% Guaranteed Notes due 2029 |
As a result, all the Extraordinary Resolutions in respect of each of the series of notes which were the subject of the Consent Solicitation (the "English Law Notes"), including the Main Market Notes, were duly passed in the Meetings held on 12 April 2019 or the adjourned Meetings held on 26 April 2019, as applicable. As further described in the Consent Solicitation Memorandum, the implementation of each Extraordinary Resolution for any series of English Law Notes is conditional on (i) the Extraordinary Resolution having been passed in relation such series of English Law Notes, (ii) the quorum required for, and the requisite majority of votes cast at, the relevant Meeting being satisfied solely by the participation of the relevant Eligible Holders, without taking into consideration the relevant Ineligible Holders, and irrespective of any participation at the Meeting by such Ineligible Holders; (iii) the Extraordinary Resolution having been passed in relation to all three series of the Main Market Notes and (iv) the General Conditions having been satisfied or waived. Accordingly, the Issuer will implement the Extraordinary Resolutions in relation to all series of English Law Notes.
Implementation of the Proposals
Following the implementation of the Listing Transfer, for all series of English Law Notes which were the subject of the Consent Solicitations, the Potential Guarantee and the relevant Supplemental Trust Deed implementing the relevant Proposals and the amendments to the terms and conditions of the English Law Notes will be executed within 90 days from the date of the Listing Transfer, assuming that the General Conditions are satisfied or waived, as further described in the Consent Solicitation Memorandum. A further announcement will be made once such execution has taken place.
Separately, the Issuer and Sky Group Finance plc ("Sky Finance") successfully solicited consents (the "Concurrent Consent Solicitations") for certain proposed amendments relating to four series of notes issued by the Issuer and Sky Finance that are governed by New York law (the "New York Law Notes"), pursuant to a separate consent solicitation memorandum dated 21 March 2019. In connection with the Concurrent Consent Solicitations, the Issuer and Sky Finance separately announced on 12 April the results of the Concurrent Consent Solicitations.
Accordingly, the Proposed Amendments in relation to all series of New York Law Notes will be implemented and the relevant Supplemental Indenture and the relevant Potential Guarantee in respect of such series of New York Law Notes will be executed within 90 days from the date of the Listing Transfer. In addition, Comcast Corporation will, at the same time that the Potential Guarantee is executed in respect of each series of English Law Notes, execute a guarantee in respect of each series of New York Law Notes. Once the Potential Guarantee is executed in respect of the New York Law Notes, such notes will be subject to certain transfer restrictions. See "Transfer Restrictions" in the Consent Solicitation Memorandum. A further announcement will be made once the relevant Supplemental Indentures and Potential Guarantees have been executed.
Further details about the transaction can be obtained from:
The Tabulation and Information Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: David Shilson / Alexander Yangaev
Email: sky@lucid-is.com
Person making this announcement
Chris Taylor, Company Secretary
Sky Limited
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com. END
Sky Limited
SKY ANNOUNCES RESULTS OF CONSENT SOLICITATIONS
RNS Number : 0868WSky Limited12 April 2019
SKY LIMITED AND SKY GROUP FINANCE PLC ANNOUNCE
RESULTS OF CONSENT SOLICITATIONS
12 April 2019
Sky Limited ("Sky") and Sky Group Finance plc ("Sky Finance" and, together with Sky, the "Issuers") announce today the results of the previously announced consent solicitations (the "Consent Solicitations") relating the proposed amendments (the "Proposed Amendments") to the indentures governing the relevant New York Law Notes (as defined below) issued by the Issuers as set out in the consent solicitation memorandum dated 21 March 2019 (the "Consent Solicitation Memorandum"). The Consent Solicitations expired at 10:00 am, London time, on 10 April 2019 (the "Expiration Deadline"). As of the Expiration Deadline, the Requisite Consents were obtained for all series of New York Law Notes.
The "New York Law Notes" are as follows:
· $750,000,000 2.625% Notes due 2019 (CUSIP: G15632AQ8/111013AM0; ISIN: USG15632AQ89/US111013AM04);
· $800,000,000 3.125% Notes due 2022 (CUSIP: G15632AN5/111013AK4; ISIN: USG15632AN58/US111013AK48);
· $1,250,000,000 3.750 per cent. Notes due 2024 (CUSIP: G15632AP0/111013AL2; ISIN: USG15632AP07/US111013AL21); and
· $350,000,000 6.500% Notes due 2035 (CUSIP: G1658KAB7/11778BAB8; ISIN: USG1658KAB73/US11778BAB80).
Separately, Sky is soliciting or has solicited consents (the "Concurrent Consent Solicitations") for certain proposed amendments relating to nine series of notes issued by Sky that are governed by English law (the "English Law Notes"), including three series of notes issued by Sky that are admitted to trading on the Main Market of the London Stock Exchange (the "Main Market Notes"), pursuant to a separate consent solicitation memorandum dated 21 March 2019. Sky has separately announced today that in connection with the Concurrent Consent Solicitations, the Extraordinary Resolutions in relation to one of the three series of the Main Market Notes, as well as some of the other series of English Law Notes, were duly passed. While substantially all of consents received as of the Expiration Deadline for each series of the English Law Notes were in favour of the Extraordinary Resolutions, the quorum required for certain series of the English Law Notes was not achieved when the relevant Meeting was convened, thereby necessitating an adjourned Meeting in respect of each of these series of English Law Notes.
Sky announced today that the adjourned Meetings of the Concurrent Consent Solicitations relating to those series of English Law Notes for which the required quorum has not yet been achieved as of the Meeting date will begin at 10:00 a.m., London time, on 26 April 2019 (the "Adjourned Meetings Date") pursuant to the minimum 14-day period that is required in respect of scheduling adjourned meetings under the trust deeds constituting the English Law Notes. The Adjourned Meetings Date will allow additional time for the required quorum to be achieved such that the Extraordinary Resolutions relating to the remaining series of English Law Notes will have then passed.
Capitalised terms used but not defined in this announcement have the same meanings given to them in the Consent Solicitation Memorandum.
As further described in the Consent Solicitation Memorandum, the implementation of the Proposed Amendments in respect of a series of New York Law Notes is conditional on (i) the Requisite Consents having been obtained in respect of such series of New York Law Notes, (ii) the Extraordinary Resolutions having been passed in relation to all three series of the Main Market Notes and (iii) the General Conditions having been satisfied or waived.
Potential Guarantee and Supplemental Indentures
For each series of New York Law Notes in respect of which the Proposed Amendments will be implemented, the relevant Supplemental Indenture and the relevant Potential Guarantee in respect of such series of New York Law Notes will be executed within 90 days from the date of the Listing Transfer (as defined in the Consent Solicitation Memorandum). In addition, Comcast Corporation will, at the same time that the Potential Guarantee is executed in respect of each series of New York Law Notes, execute a guarantee in respect of each series of English Law Notes for which the Extraordinary Resolutions have been passed. If the Potential Guarantee is executed in respect of any series of New York Law Notes, the relevant New York Law Notes will be subject to certain transfer restrictions. See "Transfer Restrictions" in the Consent Solicitation Memorandum.
This announcement does not constitute a solicitation of an offer to sell or recommendation to purchase the New York Law Notes referred to in this announcement or any other securities. The distribution of this announcement in certain jurisdictions may be restricted by law.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com. END
Sky Limited
SKY ANNOUNCES ADJOURNED NOTEHOLDER MEETINGS
RNS Number : 0860WSky Limited12 April 2019
NOTEHOLDER CONSENT SOLICITATIONS AND POTENTIAL GUARANTEE BY COMCAST CORPORATION
Released 12 April 2019
Sky Limited
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A SOLICITATION OF AN OFFER TO SELL OR RECOMMENDATION TO PURCHASE THE NOTES REFERRED TO IN THIS ANNOUNCEMENT OR ANY OTHER SECURITIES. THE CONSENT SOLICITATION IS NOT BEING MADE, AND THIS ANNOUNCEMENT SHALL NOT BE DISTRIBUTED, IN ANY JURISDICTION IN WHICH SUCH SOLICITATION OF CONSENTS IS NOT IN COMPLIANCE WITH THE LAWS OR REGULATIONS OF SUCH JURISDICTION.
SKY LIMITED ANNOUNCES ADJOURNED MEETINGS OF HOLDERS IN RESPECT OF CERTAIN SECURITIES
12 April 2019
Sky Limited (formerly known as Sky plc and British Sky Broadcasting Group plc) (the "Issuer") announced on 21 March 2019 invitations to the holders (the "Holders") of each of its
(a) outstanding €1,500,000,000 1.500% Guaranteed Notes due 15 September 2021 (Common Code: 110974124; ISIN: XS1109741246) under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2021 Notes"); and/or
(b) outstanding €1,000,000,000 2.500% Guaranteed Notes due 15 September 2026 (Common Code: 110974132; ISIN: XS1109741329) under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2026 Notes"); and/or
(c) outstanding £300,000,000 6.000% Guaranteed Notes due 21 May 2027 (Common Code: 030167686; ISIN: XS0301676861) under the £5,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2027 Notes", and together with the 2021 Notes and the 2026 Notes, the "Main Market Notes"),
which are listed on the Official List of the Financial Conduct Authority and admitted to trading on the Main Market of the London Stock Exchange; and/or
(d) outstanding £450,000,000 2.875% Guaranteed Notes due 24 November 2020 (Common Code: 114197009; ISIN: XS1141970092) under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2020 FXD Notes"); and/or
(e) outstanding €600,000,000 Floating Rate Guaranteed Notes due on or about 1 April 2020 (Common Code: 121246791; ISIN: XS1212467911) under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2020 FRN Notes"); and/or
(f) outstanding €850,000,000 1.875% Guaranteed Notes due 24 November 2023 (Common Code: 114196991; ISIN: XS1141969912) under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2023 Notes"); and/or
(g) outstanding €500,000,000 2.250% Guaranteed Notes due 17 November 2025 (Common Code: 132142467; ISIN: XS1321424670) under the £5,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2025 Notes"); and/or
(h) outstanding £300,000,000 4.000% Guaranteed Notes due 26 November 2029 (Common Code: 114197017; ISIN: XS1141970175) under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2029 GBP Notes"); and/or
(i) outstanding €400,000,000 2.750% Guaranteed Notes due 27 November 2029 (Common Code: 114350290; ISIN: XS1143502901) under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2029 EUR Notes", and together with the 2020 FXD Notes, the 2020 FRN Notes, the 2023 Notes, the 2025 Notes, the 2029 GBP Notes and the Main Market Notes, the "Notes"),
which are listed on the Official List of the Irish Stock Exchange (trading as Euronext Dublin) and admitted to trading on the Global Exchange Market of the Irish Stock Exchange (trading as Euronext Dublin),
to consent to amendments to the Trust Deeds and the terms and conditions of the Notes to, inter alia, (i) amend the following provisions of Condition 10 (Events of Default): (c) (Cross Acceleration); (d) (Failure to pay other Indebtedness at Maturity) and (e) (Enforcement Proceedings), in each case by deleting the words "the greater of U.S.$75,000,000 or its equivalent and 5 per cent. of Consolidated Net Tangible Assets (In each case as reasonably determined by the Trustee)" and replacing them by the amount "U.S.$450,000,000 or its equivalent", which represents approximately 5 per cent. of the Sky Group's Consolidated Net Tangible Assets as of June 30, 2018, which was £7,104,000,000 for the purposes of the Conditions and remove references to "IFRS" and replace them with "US GAAP" and make certain other related changes, and (ii) for the holders of the Main Market Notes, consent to the transfer of the listing of the Main Market Notes from the Main Market of the London Stock Exchange plc (the "London Stock Exchange") to the Professional Securities Market of the London Stock Exchange (the "PSM") and upon completion of such transfer, the entering into of a guarantee by Comcast Corporation ("Comcast") in respect of the Notes (the "Consent Solicitations"). The Consent Solicitations were made on the terms and subject to the conditions set out in a consent solicitation memorandum dated 21 March 2019 (the "Consent Solicitation Memorandum") and prepared by the Issuer. Capitalised terms used herein and not otherwise defined shall have the meanings given to them in the Notice of Meeting dated 21 March 2019 and/or the Trust Deeds.
Meetings of the Holders (the "Meetings") were held on 12 April 2019. The Meetings in respect of the 2021 Notes, 2026 Notes, 2020 FXD Notes, 2020 FRN Notes, 2023 Notes and 2025 Notes were adjourned due to lack of a quorum and the chairman of such Meetings decided to adjourn such Meetings of the Holders to consider and, if thought fit, pass the Extraordinary Resolutions. An adjourned meeting (the "Adjourned Meeting") in respect of each of the 2021 Notes, 2026 Notes, 2020 FXD Notes, 2020 FRN Notes, 2023 Notes and 2025 Notes to consider and if thought fit pass the Extraordinary Resolutions will be held on 26 April 2019 at the offices of Davis Polk & Wardwell, London LLP, 5 Aldermanbury Square, London, EC2V 7HR from 10.00 a.m. (London time), with the subsequent Adjourned Meetings (proceeding in the order of the relevant Notes listed on page 1) being held as soon thereafter as the preceding Adjourned Meeting has been concluded. A quorum at the Adjourned Meeting shall be two or more Holders (subject as provided below) or their agents in person, representing in the aggregate any proportion of the relevant series of Notes.
The Consent Solicitations
The purpose of the Consent Solicitations is to pass Extraordinary Resolutions (as defined below) which will permit the Issuer to make certain amendments to the Trust Deeds and the terms and conditions of the Notes and to procure the transfer of the listing of the Main Market Notes from the Main Market of the London Stock Exchange to the PSM.
The approval of the Holders is also sought for any other consequential and necessary modifications in respect of the rights of Holders of the Notes against the Issuer, whether such rights arise under the terms and conditions of the Notes, the Agency Agreement, the Trust Deed or otherwise, involved in, resulting from or to be effected by the transfer of the Main Market Notes to listing on the PSM.
Each Consent Solicitation is made on the terms and subject to the conditions contained in the Consent Solicitation Memorandum. At each Adjourned Meeting, the relevant Extraordinary Resolutions will be considered by the Holders of the relevant Notes only. However, the implementation of each Extraordinary Resolution for any series of Notes is conditional on (i) the Extraordinary Resolution having been passed in relation to such series of Notes, (ii) the Extraordinary Resolution having been passed in relation to all three series of the Main Market Notes and (iii) the General Conditions having been satisfied or waived.
In the event the Consent Solicitations succeed and the Extraordinary Resolutions are approved and the transfer of the Main Market Notes is implemented, a full, unconditional and irrevocable guarantee in respect of each series of the Notes (the "Potential Guarantee") will be executed by Comcast (the "Potential Guarantor") within 90 days from the date of transfer of the listing of the Main Market Notes to the PSM, subject to applicable law, receipt of requisite corporate authorisations and any other approvals the Issuer will procure.
The Potential Guarantee confers a benefit upon all the holders of the Notes which will be in addition to all other rights, benefits and protections provided to the holders under the existing Trust Deeds. All existing rights, benefits and protections provided under the existing Trust Deeds will continue to remain in force. In particular, the Notes will continue to benefit from the guarantees given by the existing guarantors of the Notes in accordance with the terms and conditions of the Notes and the terms of the Trust Deeds.
In addition, Comcast will, at the same time, provide a guarantee on substantially the same terms as the Notes in respect of the other outstanding notes issued by the Issuer or by Sky Group Finance plc (formerly known as BSkyB Finance UK plc) which are admitted to trading on the PSM and/or the Global Exchange Market of the Irish Stock Exchange (trading as Euronext Dublin) (the "New York Notes"). The Notes and the New York Notes are listed in the Appendix to this announcement.
Background to and reasons for the Consent Solicitations
Following the acquisition of the Issuer by Comcast, Comcast continues to explore ways to improve efficiencies, including simplifying Comcast's capital structure and streamlining its ongoing financial reporting obligations.
Upon the passing and implementation of the proposals presented to Holders and the completion of the transfer of the listing of the Notes to the PSM, the Issuer will no longer be required to publish consolidated financial results at the Issuer level. Comcast expects to report the operating results of the Issuer and its direct and indirect subsidiaries in its U.S. annual and interim consolidated financial statements as a reportable business segment, and such reports will be available at www.sec.gov and on Comcast's website. Such information will be prepared in accordance with U.S. GAAP in accordance with the accounting requirements for segment level reporting and will be less comprehensive than a full set of financial statements prepared for the Issuer. There is no certainty that the Issuer and its direct and indirect subsidiaries will remain a distinct reporting segment of Comcast.
Proposed Consents
The Issuer is requesting consents from the Holders to pass, at separate adjourned meetings of the holders of each of the relevant series of Notes (the "Adjourned Meetings")), extraordinary resolutions (each an "Extraordinary Resolution") authorising, inter alia, (i) that the Issuer make certain amendments to the Trust Deeds and the terms and conditions of the Notes, (ii) the transfer the listing of the Main Market Notes to the PSM and (iii) the entering into of the Potential Guarantee by Comcast in respect of the Notes.
The implementation of each Extraordinary Resolution for any series of Notes is conditional on (i) the Extraordinary Resolution having been passed in relation such series of Notes, (ii) the Extraordinary Resolution having been passed in relation to all three series of the Main Market Notes and (iii) the General Conditions having been satisfied or waived.
Further details of the rationale for and the terms of the Consent Solicitations can be found in the Consent Solicitation Memorandum. Notices of Adjourned Meetings will be delivered to the Clearing Systems for communication to Direct Participants and adjourned meetings will be announced via the Regulatory News Service of the London Stock Exchange ("RNS") and the Officially Appointed Mechanism of the Irish Stock Exchange ("OAM"). From this date, Consent Instructions may be delivered by a Holder.
Key Dates
The Adjourned Meetings will be held at the offices of Davis Polk & Wardwell London LLP, 5 Aldermanbury Square, London EC2V 7HR on 26 April 2019. The initial Adjourned Meeting (in respect of the 2021 Notes) will commence at 10.00 a.m. (London time), with the subsequent Adjourned Meetings (proceeding in the order of Notes listed on page 1) being held as soon thereafter as the preceding Adjourned Meeting has been concluded. The deadline for delivery of Consent Instructions will be 10.00 a.m. (London time) on 24 April 2019 (the "Expiration Deadline").
Extraordinary Resolutions to be passed without the benefit of the votes of Ineligible Holders
The implementation of each Consent Solicitation and the related Extraordinary Resolution will be conditional on the quorum required for, and the requisite majority of votes cast at, the relevant Adjourned Meeting being satisfied solely by the participation of Eligible Holders. Accordingly, notwithstanding any other provision of the Consent Solicitation Memorandum, the Issuer will not implement the proposals contained in the Consent Solicitation Memorandum, even if the Extraordinary Resolutions are passed, unless it is content that each Extraordinary Resolution was passed without the benefit of any votes cast by Ineligible Holders, or would still have been passed even if any such votes are disregarded. For these purposes, the Issuer will not implement the proposals contained in the Consent Solicitation Memorandum in either of the following circumstances: (a) had any such votes by Ineligible Holders not been cast, a quorum would not have been present at the relevant Adjourned Meeting; or (b) had any such votes by Ineligible Holders not been cast, less than three-fourths of the votes cast would have been in favour of the relevant Extraordinary Resolution.
Any Holder of Notes that participates in the Consent Solicitation and who is either (1) a U.S. person or acting for the account or benefit of any U.S. person or (2) located in the United States and in each case not a qualified institutional buyer ("QIB") (within the meaning of Rule 144A under the United States Securities Act of 1933, as amended) must specify such fact in its Consent Instruction for such Consent Instruction to be considered valid.
Amendment and Termination
The Issuer reserves the right, in its sole and absolute discretion, but subject to applicable laws and the meeting provisions in the Trust Deeds, to extend, withdraw, amend or terminate any or all of the Consent Solicitations (other than the terms of the Extraordinary Resolutions) as described in the Consent Solicitation Memorandum.
The Issuer will promptly give oral or written notice (with any oral notice to be promptly confirmed in writing) of any extension, amendment, termination or waiver to the Tabulation and Information Agent, followed by an announcement thereof as promptly as practicable, to the extent required by the Consent Solicitation Memorandum or by law.
Expected Timetable
Date | Number of calendar days from and including announcement of adjourned meetings | Action |
12 April 2019 | Day 1 | Announcement of the Adjourned Meetings Adjourned Meetings announced through the RNS and OAM. Notices of adjourned meetings delivered to the Clearing Systems for communication to the Direct Participants. From this date, Consent Instructions may be delivered by an Eligible Holder. Consent Instructions validly submitted in accordance with the procedures set out in the Consent Solicitation Memorandum shall remain valid for the relevant Adjourned Meeting. |
24 April 2019 10.00 a.m., London time | Day 13 | Expiration Deadline Final deadline for delivery of valid Consent Instructions from Eligible Holders for such Eligible Holders to be represented at the Adjourned Meetings. This will also be the deadline for Holders for making any other arrangements to attend or be represented or to vote at the Adjourned Meetings. |
26 April 2019 from 10.00 a.m., London time | Day 15 | Adjourned Meetings of the Holders of the Notes Adjourned Meetings of the Holders of the Notes to be held at the offices of Davis Polk & Wardwell London LLP at 5 Aldermanbury Square, London EC2V 7HR. |
As soon as reasonably practicable after the Adjourned Meetings, and in any event in accordance with the Trust Deeds | Day 15 | Announcement of Results of the Adjourned Meetings Announcement of the results of the Adjourned Meetings delivered to the Clearing Systems for communication to the Direct Participants and published through the RNS and OAM. |
Within 90 days of the transfer of the listing of the Notes. | Execution of Potential Guarantee In the event the Consent Solicitations succeed and the Extraordinary Resolutions are approved, the Potential Guarantee will be executed within 90 days from the date of transfer of listing of each of the Main Market Notes to the PSM and, Comcast will, at the same time, provide a guarantee in respect of such series of the New York Notes in respect of which holders of the requisite majority of New York Notes have consented to the equivalent proposals on substantially the same terms as the Potential Guarantee in respect of the Notes. The Issuer will publish an announcement through the RNS and OAM upon execution of the Potential Guarantee. This announcement will be delivered to the Clearing Systems for communication to Direct Participants. |
The above times and dates are subject, where applicable, to the right of the Issuer to extend, amend, waive any condition of and/or terminate any or all of the Consent Solicitations (other than the forms of the Extraordinary Resolutions). Holders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive instructions from a Holder in order for such Holder to participate in, or (in the limited circumstances in which revocation is permitted) to validly revoke their instruction to participate in, the Consent Solicitations and/or the Adjourned Meetings, by the deadlines specified above. The deadline set by any such intermediary and each Clearing System for the submission and (where permitted) revocation of Consent Instructions will be earlier than the relevant deadlines above.
Further Information
A complete description of the terms and conditions of the Consent Solicitations is set out in the Consent Solicitation Memorandum. A copy of the Consent Solicitation Memorandum is available to Eligible Holders upon request from the Tabulation and Information Agent. Notices of Adjourned Meetings will be delivered to the Clearing Systems for communication to Direct Participants and adjourned meetings will be announced through the RNS and OAM. From this date, Consent Instructions may be delivered by a Holder. Consent Instructions validly submitted in accordance with the procedures set out in the Consent Solicitation Memorandum shall remain valid for the relevant Adjourned Meeting.
Before making a decision on whether to participate in the relevant Consent Solicitation(s), Holders should carefully consider all of the information in the Consent Solicitation Memorandum and, in particular, the considerations described in "Risk Factors and other Considerations Relating to the Consent Solicitations".
Further details about the transaction can be obtained from:
The Tabulation and Information Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: David Shilson / Alexander Yangaev
Email: sky@lucid-is.com
Person making this announcement
Chris Taylor, Company Secretary
Sky Limited
None of the Tabulation and Information Agent, the Trustee, the Principal Paying Agent, or in each case, any of their respective agents, affiliates, directors, members, employees or representatives, express any opinion on the merits of, or makes any representation or recommendation whatsoever regarding, the Consent Solicitations or the Consent Solicitation Memorandum (or the impact thereof on particular Holders) or makes any recommendation whether Holders should participate in the Consent Solicitations. No offer to acquire any Notes is being made pursuant to this announcement.
This announcement and the Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Consent Solicitations. If any holder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its broker, financial, tax or legal adviser (which is authorised under the Financial Services and Markets Act 2000, as amended if it is in the United Kingdom). Any individual or company whose Notes are held on its behalf by or through a custodian bank, securities broker or other intermediary must contact such entity if it wishes to participate in the Consent Solicitations.
The Consent Solicitations are not an offer of securities for sale or a solicitation of any offer to buy any securities in any jurisdiction, including in the United States. The Notes have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act and the applicable state or local securities laws.
APPENDIX
THE NOTES
£450,000,000 2.875% Guaranteed Notes due 2020 (ISIN: XS1141970092);
€600,000,000 Guaranteed Floating Rate Notes due 2020 (ISIN XS1212467911);
€1,500,000,000 1.500% Guaranteed Notes due 2021 (ISIN: XS1109741246);
€850,000,000 1.875% Notes due 2023 (ISIN: XS1141969912);
€500,000,000 2.250% Guaranteed Notes due 2025 (ISIN: XS1321424670);
€1,000,000,000 2.500% Guaranteed Notes due 2026 (ISIN: XS1109741329);
£300,000,000 6.000% Guaranteed Notes due 2027 (ISIN: XS0301676861);
£300,000,000 4.000% Guaranteed Notes due 2029 (ISIN: XS1141970175); and
€400,000,000 2.750% Guaranteed Notes due 2029 (ISIN: XS1143502901).
THE NEW YORK NOTES
$750,000,000 2.625% Notes due 2019 (ISIN: USG15632AQ89/US111013AM04);
$800,000,000 3.125% Notes due 2022 (ISIN: USG15632AN58/US111013AK48);
$1,250,000,000 3.750 Notes due 2024 (ISIN: USG15632AP07/US111013AL21); and
$350,000,000 6.500% Notes due 2035 (ISIN: USG1658KAB73/US11778BAB80).
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com. END
SKY Limited
SKY ANNOUNCES RESULTS OF NOTE HOLDER MEETINGS
RNS Number : 0854WSky Limited12 April 2019
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A SOLICITATION OF AN OFFER TO SELL OR RECOMMENDATION TO PURCHASE THE NOTES REFERRED TO IN THIS ANNOUNCEMENT OR ANY OTHER SECURITIES. THE CONSENT SOLICITATION IS NOT BEING MADE, AND THIS ANNOUNCEMENT SHALL NOT BE DISTRIBUTED, IN ANY JURISDICTION IN WHICH SUCH SOLICITATION OF CONSENTS IS NOT IN COMPLIANCE WITH THE LAWS OR REGULATIONS OF SUCH JURISDICTION.
SKY LIMITED ANNOUNCES RESULTS OF MEETINGS IN RESPECT OF CERTAIN SECURITIES
12 April 2019
Sky Limited (the "Issuer") announces today the results of the meetings held on 12 April 2019 for holders of the Notes to vote in respect of the Extraordinary Resolutions as set out in the Consent Solicitation Memorandum dated 21 March 2019 (the "Consent Solicitation Memorandum").
Capitalised terms used but not defined in this announcement have the same meanings given to them in the Notice of Meeting dated 21 March 2019 (the "Notice of Meeting") and/or the Trust Deeds.
Notice is hereby given to the holders of the Notes that at the relevant Meeting of holders of each series of the Notes convened by the Notice of Meeting and held at the offices of Davis Polk & Wardwell London LLP, 5 Aldermanbury Square, London EC2V 7HR, United Kingdom, on 12 April 2019:
a) the relevant Meeting was either quorate or not quorate (as specified in the table below); and
b) the relevant Extraordinary Resolutions detailed in the Notice of Meeting were duly passed or not passed (as specified in the table below).
ISIN | Issuer | Description of Security | Quorum requirement met? | Extraordinary Resolutions passed? |
XS1141970092 | Sky Limited | £450,000,000 2.875% Guaranteed Notes due 2020 | No | No |
XS1212467911 | Sky Limited | €600,000,000 Guaranteed Floating Rate Notes due 2020 | No | No |
XS1109741246 | Sky Limited | €1,500,000,000 1.500% Guaranteed Notes due 2021 | No | No |
XS1141969912 | Sky Limited | €850,000,000 1.875% Notes due 2023 | No | No |
XS1321424670 | Sky Limited | €500,000,000 2.250% Guaranteed Notes due 2025 | No | No |
XS1109741329 | Sky Limited | €1,000,000,000 2.500% Guaranteed Notes due 2026 | No | No |
XS0301676861 | Sky Limited | £300,000,000 6.000% Guaranteed Notes due 2027 | Yes | Yes |
XS1141970175 | Sky Limited | £300,000,000 4.000% Guaranteed Notes due 2029 | Yes | Yes |
XS1143502901 | Sky Limited | €400,000,000 2.750% Guaranteed Notes due 2029 | Yes | Yes |
As further described in the Consent Solicitation Memorandum, the implementation of each Extraordinary Resolution for any series of Notes is conditional on (i) the Extraordinary Resolution having been passed in relation such series of Notes, (ii) the quorum required for, and the requisite majority of votes cast at, the relevant Meeting being satisfied solely by the participation of the relevant Eligible Holders, without taking into consideration the relevant Ineligible Holders, and irrespective of any participation at the Meeting by such Ineligible Holders; (iii) the Extraordinary Resolution having been passed in relation to all three series of the Main Market Notes and (iv) the General Conditions having been satisfied or waived.
While substantially all of the consents received as of the Expiration Deadline for each series of the Notes were in favour of the Extraordinary Resolutions, the quorum required for certain series of the Notes was not achieved when the relevant Meeting was convened, thereby necessitating an adjourned meeting in respect of each of these series of Notes.
Adjourned Meetings
In respect of each series of Notes where the quorum requirements were not met at the relevant Meetings (as specified in the table above), such Meetings will be adjourned to 26 April 2019 in accordance with a notice of adjourned meeting to be delivered to holders of such series of Notes via Euroclear and Clearstream, Luxembourg on 12 April 2019.
Consent Instructions validly submitted in accordance with the procedures set out in the Consent Solicitation Memorandum shall remain valid for the relevant adjourned Meeting.
Consent Instructions
Consent Instructions may be submitted in respect of those series of Notes for which an adjourned Meeting is convened until 10 a.m. on 24 April 2019. Consent Instructions that have already been submitted in respect of such Notes and not revoked shall remain valid at the relevant adjourned Meeting.
Further details about the transaction can be obtained from:
The Tabulation and Information Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: David Shilson / Alexander Yangaev
Email: sky@lucid-is.com
Person making this announcement
Chris Taylor, Company Secretary
Sky Limited
This announcement and the Consent Solicitation Memorandum do not constitute an invitation to participate in any Consent Solicitation in any jurisdiction in which, or to any person to whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law.
No action has been or will be taken in any jurisdiction by the Issuer or the Tabulation and Information Agent in relation to the Consent Solicitations that would permit a public offering of securities.
Any materials relating to the Consent Solicitations do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offer or solicitation is not permitted by law.
The Consent Solicitations are not an offer of securities for sale or a solicitation of any offer to buy any securities in any jurisdiction, including in the United States. The Notes have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act and the applicable state or local securities laws.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com. END
Sky Limited
Sky Solicitations update - Comcast conference call
RNS Number : 4731USky Limited29 March 2019
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A SOLICITATION OF AN OFFER TO SELL OR RECOMMENDATION TO PURCHASE THE NOTES REFERRED TO IN THIS ANNOUNCEMENT OR ANY OTHER SECURITIES AND IS ONLY AVAILABLE TO ELIGIBLE HOLDERS (AS DEFINED BELOW). SEE "SOLICITATION AND DISTRIBUTION RESTRICTIONS".
COMCAST TO HOST CONFERENCE CALL FOR ELIGIBLE HOLDERS OF SKY AND SKY FINANCE NOTES IN CONNECTION WITH CONSENT SOLICITATIONS
Released 29 March 2019
Comcast Corporation ("Comcast") will host a conference call with the Eligible Holders (as defined below) of all series of the guaranteed and senior unsecured notes (the "Notes") issued by its wholly owned subsidiaries, Sky Limited (formerly known as Sky plc and British Sky Broadcasting Group plc) ("Sky") and Sky Group Finance plc (formerly known as BSkyB Finance UK plc) ("Sky Finance"), to answer questions Eligible Holders may have with respect to the consent solicitations (the "Consent Solicitations") described in the Consent Solicitation Memoranda dated 21 March 2019 (the "Consent Solicitation Memoranda") on Tuesday, 2 April 2019 at 10:00 a.m. United States Eastern Time (ET) and 3:00 p.m. British Summer Time (BST).
In the United Kingdom, Eligible Holders interested in participating via telephone should dial +44 (0) 800 028 8438 with the conference ID number 6266707. In the United States, Eligible Holders interested in participating via telephone should dial +1 (800) 263-8495 with the conference ID number 6266707.
About Comcast Corporation
Comcast Corporation (Nasdaq: CMCSA) is a global media and technology company with three primary businesses: Comcast Cable, NBCUniversal, and Sky. Comcast Cable is one of the United States' largest high-speed internet, video, and phone providers to residential customers under the Xfinity brand, and also provides these services to businesses. It also provides wireless and security and automation services to residential customers under the Xfinity brand. NBCUniversal is global and operates news, entertainment and sports cable networks, the NBC and Telemundo broadcast networks, television production operations, television station groups, Universal Pictures, and Universal Parks and Resorts. Sky is one of Europe's leading media and entertainment companies, connecting customers to a broad range of video content through its pay television services. It also provides communications services, including residential high-speed internet, phone, and wireless services. Sky operates the Sky News broadcast network and sports and entertainment networks, produces original content, and has exclusive content rights. Visit www.comcastcorporation.com for more information.
Source: Comcast Corporation
Solicitation and Distribution Restrictions
The Consent Solicitations are only being made, and this announcement, the Consent Solicitation
Memoranda and any other documents or materials relating to the Consent Solicitations are only for distribution or to be made available to, holders who are (1) (a) located outside the United States and not a U.S. person (as defined in Regulation S under the Securities Act) or (b) if a U.S. person or located in the United States, a qualified institutional buyer ("QIB") within the meaning of Rule 144A ("Rule 144A") under the Securities Act and (2) a person to whom the Consent Solicitations can be lawfully made and that may lawfully participate in the Consent Solicitations (all such persons "Eligible Holders").
This announcement does not constitute an invitation to participate in any Consent Solicitation in any jurisdiction in which, or to any person to whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Consent Solicitation Memoranda in certain jurisdictions may be restricted by law.
The Consent Solicitations are not an offer of securities for sale or a solicitation of any offer to buy any securities in any jurisdiction, including in the United States. The Notes have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act and the applicable state or local securities laws.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com. END
Sky Limited
Sky Limited & Sky Group Finance plc Solicitations
RNS Number : 5102TSky Limited21 March 2019
NOTEHOLDER CONSENT SOLICITATIONS AND POTENTIAL GUARANTEE BY COMCAST CORPORATION
Sky Limited
and
Sky Group Finance plc
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 ("MAR").
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A SOLICITATION OF AN OFFER TO SELL OR RECOMMENDATION TO PURCHASE THE NOTES REFERRED TO IN THIS ANNOUNCEMENT OR ANY OTHER SECURITIES. THE CONSENT SOLICITATION IS NOT BEING MADE, AND THIS ANNOUNCEMENT SHALL NOT BE DISTRIBUTED, IN ANY JURISDICTION IN WHICH SUCH SOLICITATION OF CONSENTS IS NOT IN COMPLIANCE WITH THE LAWS OR REGULATIONS OF SUCH JURISDICTION.
SKY LIMITED AND SKY GROUP FINANCE PLC ANNOUNCE CONSENT SOLICITATIONS
March 21, 2019
Sky Limited (formerly known as Sky plc and as British Sky Broadcasting Group plc) ("Sky") and Sky Group Finance plc (formerly known as BSkyB Finance UK plc) ("Sky Finance" and, together with Sky, the "Issuers") announce the commencement of consent solicitations (the "Consent Solicitations") relating to the:
(a) outstanding U.S.$750,000,000 2.625 per cent. Senior Unsecured Notes due 16 September 2019 (CUSIP: G15632AQ8/111013AM0; ISIN: USG15632AQ89/US111013AM04) issued by Sky (formerly known as Sky plc and as British Sky Broadcasting Group plc) and fully and unconditionally guaranteed on a senior, unsecured basis by Sky UK Limited (formerly known as British Sky Broadcasting Limited), Sky Finance (formerly known as BSkyB Finance UK plc), Sky Subscribers Services Limited, Sky CP Limited and Sky Telecommunications Services Limited (the "2019 Notes");
(b) outstanding $800,000,000 3.125% Senior Unsecured Notes due 2022 (CUSIP: G15632AN5/111013AK4; ISIN: USG15632AN58/US111013AK48) issued by Sky (formerly known as Sky plc and as British Sky Broadcasting Group plc) and fully and unconditionally guaranteed on a senior, unsecured basis by Sky UK Limited (formerly known as British Sky Broadcasting Limited), Sky Finance (formerly known as BSkyB Finance UK plc), Sky Subscribers Services Limited, Sky CP Limited and Sky Telecommunications Services Limited (the "2022 Notes");
(c) outstanding U.S.$1,250,000,000 3.750 per cent. Senior Unsecured Notes due 16 September 2024 (CUSIP: G15632AP0/111013AL2; ISIN: USG15632AP07/US111013AL21) issued by Sky (formerly known as Sky plc and as British Sky Broadcasting Group plc) and fully and unconditionally guaranteed on a senior, unsecured basis by Sky UK Limited (formerly known as British Sky Broadcasting Limited), Sky Finance (formerly known as BSkyB Finance UK plc), Sky Subscribers Services Limited, Sky CP Limited and Sky Telecommunications Services Limited (the "2024 Notes"); and
(d) outstanding U.S.$350,000,000 6.500 per cent. Senior Unsecured Notes due 2035 (CUSIP: G1658KAB7/11778BAB8; ISIN: USG1658KAB73/US11778BAB80) issued by Sky Finance (formerly known as BSkyB Finance UK plc) and fully and unconditionally guaranteed on a senior, unsecured basis by Sky (formerly known as Sky plc and as British Sky Broadcasting Group plc), Sky UK Limited (formerly known as British Sky Broadcasting Limited), Sky Subscribers Services Limited, Sky CP Limited and Sky Telecommunications Services Limited (the "2035 Notes", and together with the 2019 Notes, the 2022 and the 2024 Notes, the "Notes").
Sky and Sky Finance are soliciting consents of Eligible Holders (as defined below) to the proposed amendments (the "Proposed Amendments") to the indentures governing the relevant series of Notes (the "Indentures") described in the consent solicitation memorandum dated March 21, 2019 (the "Consent Solicitation Memorandum") on the terms and subject to the conditions set out in the Consent Solicitation Memorandum.
Concurrently with the Consent Solicitations, Sky is also soliciting consents for certain proposed amendments relating to nine series of notes issued by Sky that are governed by English law (the "English Law Notes"), including three series of notes issued by Sky that are admitted to trading on the Main Market of the London Stock Exchange (the "Main Market Notes"), pursuant to a separate consent solicitation memorandum. The Proposed Amendments will only be implemented and the Supplemental Indenture in respect of a series of Notes will only be executed if (i) valid Consents have been delivered (and not revoked) at or prior to 10:00 a.m. (London time) on April 10, 2019 (as the same may be extended, the "Expiration Deadline") by not less than 66.66% in aggregate principal amount of the outstanding Notes of such series, (ii) the Extraordinary Resolutions have been passed in relation to all three series of the Main Market Notes and (iii) the General Conditions have been satisfied or waived.
In respect of each series of Notes in relation to which a Supplemental Indenture has been executed and the Proposed Amendments have become effective, Comcast Corporation ("Comcast") will execute a full, irrevocable and unconditional guarantee of the payment of principal and interest on such Notes (such guarantee, the "Potential Guarantee"). The Potential Guarantee will be executed within 90 days from the date of the transfer of the listing of each of the Main Market Notes from the Main Market of the London Stock Exchange to the Professional Securities Market of the London Stock Exchange (the "Listing Transfer").
If the Potential Guarantee is executed in respect of any series of Notes, such Notes will be subject to certain transfer restrictions. In addition, certain U.S. Holders will be required to take additional actions in order to transfer their interest in the Notes between the global notes representing such Notes in order to submit a consent instruction. See "Transfer Restrictions" in the Consent Solicitation Memorandum.
No consent fee will be payable to Holders of the Notes in connection with the Consent Solicitations.
As at the date hereof, Comcast has a credit rating of A3, A- and A- from Moody's, S&P and Fitch, respectively. The Notes are currently rated Baa2 and BBB by Moody's UK and S&P UK, respectively. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
Lucid Issuer Services Limited is acting as Information and Tabulation Agent. Any questions or requests for assistance may be directed to the Information and Tabulation Agent, whose contact details are set out below. Requests for copies of the Consent Solicitation Memorandum and other related materials should be directed to the Information and Tabulation Agent.
All terms used but not defined herein are as defined in the Consent Solicitation Memorandum.
Further Information
A complete description of the terms and conditions of the Consent Solicitations is set out in the Consent Solicitation Memorandum. A copy of the Consent Solicitation Memorandum is available to Eligible Holders upon request from the Tabulation and Information Agent. Consent Instructions may be delivered by Holders who are (1) (a) located outside the United States and not a U.S. person (as defined in Regulation S under the Securities Act of 1933, as amended) or (b) if a U.S. person or located in the United States, a qualified institutional buyer ("QIB") within the meaning of Rule 144A under the Securities Act and (2) a person to whom the Consent Solicitation can be lawfully made and that may lawfully participate in the Consent Solicitation (all such persons "Eligible Holders").
Before making a decision on whether to participate in the relevant Consent Solicitation(s), Holders should carefully consider all of the information in the Consent Solicitation Memorandum and, in particular, the considerations described in "Risk Factors and other Considerations Relating to the Consent Solicitations".
Further details about the transaction can be obtained from:
The Tabulation and Information Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: David Shilson / Alexander Yangaev
Email: sky@lucid-is.com
This announcement is released by Sky Limited and Sky Group Finance plc and contains inside information for the purposes of MAR, encompassing information relating to the Consent Solicitations and the Proposed Amendments described above.
Person making this announcement
Chris Taylor, Company Secretary
Sky Limited and Sky Group Finance plc
None of the Tabulation and Information Agent, the Trustee, the Paying Agent, or in each case, any of their respective agents, affiliates, directors, members, employees or representatives, express any opinion on the merits of, or makes any representation or recommendation whatsoever regarding, the Consent Solicitations or the Consent Solicitation Memorandum (or the impact thereof on particular Holders) or makes any recommendation whether Holders should participate in the Consent Solicitations. No offer to acquire any Notes is being made pursuant to this announcement.
This announcement and the Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Consent Solicitations. If any holder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its broker, financial, tax or legal adviser (which is authorized under the Financial Services and Markets Act 2000, as amended if it is in the United Kingdom). Any individual or company whose Notes are held on its behalf by or through a custodian bank, securities broker or other intermediary must contact such entity if it wishes to participate in the Consent Solicitations.
Solicitation and Distribution Restrictions
This announcement and the Consent Solicitation Memorandum do not constitute an invitation to participate in any Consent Solicitation in any jurisdiction in which, or to any person to whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law.
No action has been or will be taken in any jurisdiction by the Issuer or the Tabulation and Information Agent in relation to the Consent Solicitations that would permit a public offering of securities.
Any materials relating to the Consent Solicitations do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offer or solicitation is not permitted by law.
The Consent Solicitations are not an offer of securities for sale or a solicitation of any offer to buy any securities in any jurisdiction, including in the United States. The Notes have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act and the applicable state or local securities laws.
The Consent Solicitations are only being made, and the Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitations are only for distribution or to be made available to, Eligible Holders.
Subject to the restrictions described in the previous paragraph, Eligible Holders may obtain, from the date of this announcement, a copy of the Consent Solicitation Memorandum from the Tabulation and Information Agent, the contact details of which are set out on the last page of the Consent Solicitation Memorandum. In order to receive a copy of the Consent Solicitation Memorandum, a Holder will be required to provide confirmation as to his or her status as an Eligible Holder.
Persons into whose possession the Consent Solicitation Memorandum comes are required by the Issuers and the Tabulation and Information Agent to inform themselves about and to observe, any such restrictions.
Nothing in this announcement or the Consent Solicitation Memorandum constitutes or contemplates an offer to purchase or the solicitation of an offer to sell or purchase, any security in any jurisdiction and participation in any Consent Solicitation by a Holder in any circumstances in which such participation is unlawful will not be accepted.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com. END
Sky Limited
Sky Limited announces Consent Solicitations
RNS Number : 5100TSky Limited21 March 2019
NOTEHOLDER CONSENT SOLICITATIONS AND POTENTIAL GUARANTEE BY COMCAST CORPORATION
Released 21 March 2019
Sky Limited
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 ("MAR")
THIS ANNOUNCEMENT DOES NOT CONSTITUTE A SOLICITATION OF AN OFFER TO SELL OR RECOMMENDATION TO PURCHASE THE NOTES REFERRED TO IN THIS ANNOUNCEMENT OR ANY OTHER SECURITIES. THE CONSENT SOLICITATION IS NOT BEING MADE, AND THIS ANNOUNCEMENT SHALL NOT BE DISTRIBUTED, IN ANY JURISDICTION IN WHICH SUCH SOLICITATION OF CONSENTS IS NOT IN COMPLIANCE WITH THE LAWS OR REGULATIONS OF SUCH JURISDICTION.
SKY LIMITED ANNOUNCES CONSENT SOLICITATIONS
21 March 2019
Sky Limited (formerly known as Sky plc and British Sky Broadcasting Group plc) (the "Issuer") announces invitations to the holders (the "Holders") of each of its
(a) outstanding €1,500,000,000 1.500% Guaranteed Notes due 15 September 2021 (Common Code: 110974124; ISIN: XS1109741246) under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2021 Notes"); and/or
(b) outstanding €1,000,000,000 2.500% Guaranteed Notes due 15 September 2026 (Common Code: 110974132; ISIN: XS1109741329) under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2026 Notes"); and/or
(c) outstanding £300,000,000 6.000% Guaranteed Notes due 21 May 2027 (Common Code: 030167686; ISIN: XS0301676861) under the £5,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2027 Notes", and together with the 2021 Notes and the 2026 Notes, the "Main Market Notes"),
which are listed on the Official List of the Financial Conduct Authority and admitted to trading on the Main Market of the London Stock Exchange; and/or
(d) outstanding £450,000,000 2.875% Guaranteed Notes due 24 November 2020 (Common Code: 114197009; ISIN: XS1141970092) under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2020 FXD Notes"); and/or
(e) outstanding €600,000,000 Floating Rate Guaranteed Notes due on or about 1 April 2020 (Common Code: 121246791; ISIN: XS1212467911) under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2020 FRN Notes"); and/or
(f) outstanding €850,000,000 1.875% Guaranteed Notes due 24 November 2023 (Common Code: 114196991; ISIN: XS1141969912) under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2023 Notes"); and/or
(g) outstanding €500,000,000 2.250% Guaranteed Notes due 17 November 2025 (Common Code: 132142467; ISIN: XS1321424670) under the £5,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2025 Notes"); and/or
(h) outstanding £300,000,000 4.000% Guaranteed Notes due 26 November 2029 (Common Code: 114197017; ISIN: XS1141970175) under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2029 GBP Notes"); and/or
(i) outstanding €400,000,000 2.750% Guaranteed Notes due 27 November 2029 (Common Code: 114350290; ISIN: XS1143502901) under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2029 EUR Notes", and together with the 2020 FXD Notes, the 2020 FRN Notes, the 2023 Notes, the 2025 Notes, the 2029 GBP Notes and the Main Market Notes, the "Notes"),
which are listed on the Official List of the Irish Stock Exchange (trading as Euronext Dublin) and admitted to trading on the Global Exchange Market of the Irish Stock Exchange (trading as Euronext Dublin),
to consent to amendments to the Trust Deeds and the terms and conditions of the Notes to, inter alia, (i) amend the following provisions of Condition 10 (Events of Default): (c) (Cross Acceleration); (d) (Failure to pay other Indebtedness at Maturity) and (e) (Enforcement Proceedings), in each case by deleting the words "the greater of U.S.$75,000,000 or its equivalent and 5 per cent. of Consolidated Net Tangible Assets (In each case as reasonably determined by the Trustee)" and replacing them by the amount "U.S.$450,000,000 or its equivalent", which represents approximately 5 per cent. of the Sky Group's Consolidated Net Tangible Assets as of June 30, 2018, which was £7,104,000,000 for the purposes of the Conditions and remove references to "IFRS" and replace them with "US GAAP" and make certain other related changes, and (ii) for the holders of the Main Market Notes, consent to the transfer of the listing of the Main Market Notes from the Main Market of the London Stock Exchange plc (the "London Stock Exchange") to the Professional Securities Market of the London Stock Exchange (the "PSM") and upon completion of such transfer, the entering into of a guarantee by Comcast Corporation ("Comcast") in respect of the Notes (the "Consent Solicitations"). The Consent Solicitations are made on the terms and subject to the conditions set out in a consent solicitation memorandum dated 21 March 2019 (the "Consent Solicitation Memorandum") and prepared by the Issuer. Capitalised terms used herein and not otherwise defined shall have the meanings given to them in Appendix 1 to the Consent Solicitation Memorandum (Form of Notice of Meetings) and/or the Trust Deeds.
The Consent Solicitations
The purpose of the Consent Solicitations is to pass Extraordinary Resolutions (as defined below) which will permit the Issuer to make certain amendments to the Trust Deeds and the terms and conditions of the Notes and to procure the transfer of the listing of the Main Market Notes from the Main Market of the London Stock Exchange to the PSM.
The approval of the Holders is also sought for any other consequential and necessary modifications in respect of the rights of Holders of the Notes against the Issuer, whether such rights arise under the terms and conditions of the Notes, the Agency Agreement, the Trust Deed or otherwise, involved in, resulting from or to be effected by the transfer of the Main Market Notes to listing on the PSM.
Each Consent Solicitation is made on the terms and subject to the conditions contained in the Consent Solicitation Memorandum. At each Meeting, the relevant Extraordinary Resolutions will be considered by the Holders of the relevant Notes only. However, the implementation of each Extraordinary Resolution for any series of Notes is conditional on (i) the Extraordinary Resolution having been passed in relation to such series of Notes, (ii) the Extraordinary Resolution having been passed in relation to all three series of the Main Market Notes and (iii) the General Conditions having been satisfied or waived.
In the event the Consent Solicitations succeed and the Extraordinary Resolutions are approved and the transfer of the Main Market Notes is implemented, a full, unconditional and irrevocable guarantee in respect of each series of the Notes (the "Potential Guarantee") will be executed by Comcast (the "Potential Guarantor") within 90 days from the date of transfer of the listing of the Main Market Notes to the PSM, subject to applicable law, receipt of requisite corporate authorisations and any other approvals the Issuer will procure.
The Potential Guarantee confers a benefit upon all the holders of the Notes which will be in addition to all other rights, benefits and protections provided to the holders under the existing Trust Deeds. All existing rights, benefits and protections provided under the existing Trust Deeds will continue to remain in force. In particular, the Notes will continue to benefit from the guarantees given by the existing guarantors of the Notes in accordance with the terms and conditions of the Notes and the terms of the Trust Deeds.
In addition, Comcast will, at the same time, provide a guarantee on substantially the same terms as the Notes in respect of the other outstanding notes issued by the Issuer or by Sky Group Finance plc (formerly known as BSkyB Finance UK plc) which are admitted to trading on the PSM and/or the Global Exchange Market of the Irish Stock Exchange (trading as Euronext Dublin) (the "New York Notes"). The Notes and the New York Notes are listed in the Appendix to this announcement.
Background to and reasons for the Consent Solicitations
Following the acquisition of the Issuer by Comcast, Comcast continues to explore ways to improve efficiencies, including simplifying Comcast's capital structure and streamlining its ongoing financial reporting obligations.
Upon the passing and implementation of the proposals presented to Holders and the completion of the transfer of the listing of the Notes to the PSM, the Issuer will no longer be required to publish consolidated financial results at the Issuer level. Comcast expects to report the operating results of the Issuer and its direct and indirect subsidiaries in its U.S. annual and interim consolidated financial statements as a reportable business segment, and such reports will be available at www.sec.gov and on Comcast's website. Such information will be prepared in accordance with U.S. GAAP in accordance with the accounting requirements for segment level reporting and will be less comprehensive than a full set of financial statements prepared for the Issuer. There is no certainty that the Issuer and its direct and indirect subsidiaries will remain a distinct reporting segment of Comcast.
Proposed Consents
The Issuer is requesting consents from the Holders to pass, at separate meetings of the holders of each of the relevant series of Notes (or any adjourned such meeting (the "Meetings")), extraordinary resolutions (each an "Extraordinary Resolution") authorising, inter alia, (i) that the Issuer make certain amendments to the Trust Deeds and the terms and conditions of the Notes, (ii) the transfer the listing of the Main Market Notes to the PSM and (iii) the entering into of the Potential Guarantee by Comcast in respect of the Notes.
The implementation of each Extraordinary Resolution for any series of Notes is conditional on (i) the Extraordinary Resolution having been passed in relation such series of Notes, (ii) the Extraordinary Resolution having been passed in relation to all three series of the Main Market Notes and (iii) the General Conditions having been satisfied or waived.
Further details of the rationale for and the terms of the Consent Solicitations can be found in the Consent Solicitation Memorandum. Notices of Meetings will be delivered to the Clearing Systems for communication to Direct Participants and meetings will be announced via the Regulatory News Service of the London Stock Exchange ("RNS") and the Officially Appointed Mechanism of the Irish Stock Exchange ("OAM"). From this date, Consent Instructions may be delivered by a Holder.
Key Dates
The Meetings will be held at the offices of Davis Polk & Wardwell London LLP, 5 Aldermanbury Square, London EC2V 7HR on 12 April 2019. The initial Meeting (in respect of the 2021 Notes) will commence at 10.00 a.m. (London time), with the subsequent Meetings (proceeding in the order of Notes listed on page 1) being held as soon thereafter as the preceding Meeting has been concluded. The deadline for delivery of Consent Instructions will be 10.00 a.m. (London time) on 10 April 2019 (the "Expiration Deadline").
Extraordinary Resolutions to be passed without the benefit of the votes of Ineligible Holders
The implementation of each Consent Solicitation and the related Extraordinary Resolution will be conditional on the quorum required for, and the requisite majority of votes cast at, the relevant Meeting being satisfied solely by the participation of Eligible Holders. Accordingly, notwithstanding any other provision of the Consent Solicitation Memorandum, the Issuer will not implement the proposals contained in the Consent Solicitation Memorandum, even if the Extraordinary Resolutions are passed, unless it is content that each Extraordinary Resolution was passed without the benefit of any votes cast by Ineligible Holders, or would still have been passed even if any such votes are disregarded. For these purposes, the Issuer will not implement the proposals contained in the Consent Solicitation Memorandum in either of the following circumstances: (a) had any such votes by Ineligible Holders not been cast, a quorum would not have been present at the relevant Meeting (or any relevant adjourned Meeting); or (b) had any such votes by Ineligible Holders not been cast, less than three-fourths of the votes cast would have been in favour of the relevant Extraordinary Resolution.
Any Holder of Notes that participates in the Consent Solicitation and who is either (1) a U.S. person or acting for the account or benefit of any U.S. person or (2) located in the United States and in each case not a qualified institutional buyer ("QIB") (within the meaning of Rule 144A under the United States Securities Act of 1933, as amended) must specify such fact in its Consent Instruction for such Consent Instruction to be considered valid.
Amendment and Termination
The Issuer reserves the right, in its sole and absolute discretion, but subject to applicable laws and the meeting provisions in the Trust Deeds, to extend, withdraw, amend or terminate any or all of the Consent Solicitations (other than the terms of the Extraordinary Resolutions) as described in the Consent Solicitation Memorandum.
The Issuer will promptly give oral or written notice (with any oral notice to be promptly confirmed in writing) of any extension, amendment, termination or waiver to the Tabulation and Information Agent, followed by an announcement thereof as promptly as practicable, to the extent required by the Consent Solicitation Memorandum or by law.
Expected Timetable
Date | Number of calendar days from and including launch date | Action |
21 March 2019 | Day 1 | Announcement of the Consent Solicitations Meetings announced through the RNS and OAM. Notices of meetings delivered to the Clearing Systems for communication to the Direct Participants. From this date, Consent Instructions may be delivered by an Eligible Holder. |
10 April 2019 10.00 a.m., London time | Day 21 | Expiration Deadline Final deadline for delivery of valid Consent Instructions from Eligible Holders for such Eligible Holders to be represented at the Meetings. This will also be the deadline for Holders for making any other arrangements to attend or be represented or to vote at the Meetings. |
12 April 2019 from 10.00 a.m., London time | Day 23 | Meetings of the Holders of the Notes Meetings of the Holders of the Notes to be held at the offices of Davis Polk & Wardwell London LLP at 5 Aldermanbury Square, London EC2V 7HR. |
As soon as reasonably practicable after the Meetings, and in any event in accordance with the Trust Deeds | Day 23 | Announcement of Results of the Meetings Announcement of the results of the Meetings delivered to the Clearing Systems for communication to the Direct Participants and published through the RNS and OAM. |
Within 90 days of the transfer of the listing of the Notes. | Execution of Potential Guarantee In the event the Consent Solicitations succeed and the Extraordinary Resolutions are approved, the Potential Guarantee will be executed within 90 days from the date of transfer of listing of each of the Main Market Notes to the PSM and, Comcast will, at the same time, provide a guarantee in respect of such series of the New York Notes in respect of which holders of the requisite majority of New York Notes have consented to the equivalent proposals on substantially the same terms as the Potential Guarantee in respect of the Notes. The Issuer will publish an announcement through the RNS and OAM upon execution of the Potential Guarantee. This announcement will be delivered to the Clearing Systems for communication to Direct Participants. |
The above times and dates are subject, where applicable, to the right of the Issuer to extend, amend, waive any condition of and/or terminate any or all of the Consent Solicitations (other than the forms of the Extraordinary Resolutions) and the calling of any adjourned Meeting by the Issuer. Holders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive instructions from a Holder in order for such Holder to participate in, or (in the limited circumstances in which revocation is permitted) to validly revoke their instruction to participate in, the Consent Solicitations and/or the Meetings, by the deadlines specified above. The deadline set by any such intermediary and each Clearing System for the submission and (where permitted) revocation of Consent Instructions will be earlier than the relevant deadlines above.
Further Information
A complete description of the terms and conditions of the Consent Solicitations is set out in the Consent Solicitation Memorandum. A copy of the Consent Solicitation Memorandum is available to Eligible Holders upon request from the Tabulation and Information Agent. Notices of Meetings will be delivered to the Clearing Systems for communication to Direct Participants and meetings will be announced through the RNS and OAM. From this date, Consent Instructions may be delivered by a Holder.
Before making a decision on whether to participate in the relevant Consent Solicitation(s), Holders should carefully consider all of the information in the Consent Solicitation Memorandum and, in particular, the considerations described in "Risk Factors and other Considerations Relating to the Consent Solicitations".
Further details about the transaction can be obtained from:
The Tabulation and Information Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: David Shilson / Alexander Yangaev
Email: sky@lucid-is.com
This announcement is released by Sky Limited and contains inside information for the purposes of MAR, encompassing information relating to the Consent Solicitation and the proposed amendments described above.
Person making this announcement
Chris Taylor, Company Secretary
Sky Limited
None of the Tabulation and Information Agent, the Trustee, the Principal Paying Agent, or in each case, any of their respective agents, affiliates, directors, members, employees or representatives, express any opinion on the merits of, or makes any representation or recommendation whatsoever regarding, the Consent Solicitations or the Consent Solicitation Memorandum (or the impact thereof on particular Holders) or makes any recommendation whether Holders should participate in the Consent Solicitations. No offer to acquire any Notes is being made pursuant to this announcement.
This announcement and the Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Consent Solicitations. If any holder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its broker, financial, tax or legal adviser (which is authorised under the Financial Services and Markets Act 2000, as amended if it is in the United Kingdom). Any individual or company whose Notes are held on its behalf by or through a custodian bank, securities broker or other intermediary must contact such entity if it wishes to participate in the Consent Solicitations.
Solicitation and Distribution Restrictions
This announcement and the Consent Solicitation Memorandum do not constitute an invitation to participate in any Consent Solicitation in any jurisdiction in which, or to any person to whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law.
No action has been or will be taken in any jurisdiction by the Issuer or the Tabulation and Information Agent in relation to the Consent Solicitations that would permit a public offering of securities.
Any materials relating to the Consent Solicitations do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offer or solicitation is not permitted by law.
The Consent Solicitations are not an offer of securities for sale or a solicitation of any offer to buy any securities in any jurisdiction, including in the United States. The Notes have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act and the applicable state or local securities laws.
The Consent Solicitations are only being made, and the Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitations are only for distribution or to be made available to, Eligible Holders.
Subject to the restrictions described in the previous paragraph, Eligible Holders may obtain, from the date of this announcement, a copy of the Consent Solicitation Memorandum from the Tabulation and Information Agent, the contact details of which are set out on the last page of the Consent Solicitation Memorandum. In order to receive a copy of the Consent Solicitation Memorandum, a Holder will be required to provide confirmation as to his or her status as an Eligible Holder.
Persons into whose possession the Consent Solicitation Memorandum comes are required by the Issuer and the Tabulation and Information Agent to inform themselves about and to observe, any such restrictions.
Nothing in this announcement or the Consent Solicitation Memorandum constitutes or contemplates an offer to purchase or the solicitation of an offer to sell or purchase, any security in any jurisdiction and participation in any Consent Solicitation by a Holder in any circumstances in which such participation is unlawful will not be accepted.
APPENDIX
THE NOTES
£450,000,000 2.875% Guaranteed Notes due 2020 (ISIN: XS1141970092);
€600,000,000 Guaranteed Floating Rate Notes due 2020 (ISIN XS1212467911);
€1,500,000,000 1.500% Guaranteed Notes due 2021 (ISIN: XS1109741246);
€850,000,000 1.875% Notes due 2023 (ISIN: XS1141969912);
€500,000,000 2.250% Guaranteed Notes due 2025 (ISIN: XS1321424670);
€1,000,000,000 2.500% Guaranteed Notes due 2026 (ISIN: XS1109741329);
£300,000,000 6.000% Guaranteed Notes due 2027 (ISIN: XS0301676861);
£300,000,000 4.000% Guaranteed Notes due 2029 (ISIN: XS1141970175); and
€400,000,000 2.750% Guaranteed Notes due 2029 (ISIN: XS1143502901).
THE NEW YORK NOTES
$750,000,000 2.625% Notes due 2019 (ISIN: USG15632AQ89/US111013AM04);
$800,000,000 3.125% Notes due 2022 (ISIN: USG15632AN58/US111013AK48);
$1,250,000,000 3.750 Notes due 2024 (ISIN: USG15632AP07/US111013AL21); and
$350,000,000 6.500% Notes due 2035 (ISIN: USG1658KAB73/US11778BAB80).
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com. END