TIDM55AD TIDM49EN
RNS Number : 5102T
Sky Limited
21 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 RECOMMATION 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
MSCJMMLTMBJTBTL
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March 21, 2019 03:00 ET (07:00 GMT)
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