TIDMSKY
RNS Number : 4677D
Sky PLC
09 October 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
For immediate release 9 October 2018
Sky plc ("Sky")
Cancellation of Listing and Directorate Changes
Sky notes today's announcement by Comcast Bidco Limited (an
indirect wholly-owned subsidiary of Comcast Corporation)
("Comcast") that the recommended mandatory cash offer by Comcast to
acquire the entire issued and to be issued share capital of Sky for
GBP17.28 per Sky Share (the "Comcast Offer") has become wholly
unconditional, following the completion of its purchase of the
672,783,139 Sky Shares held by Twenty-First Century Fox, Inc. or
its affiliates (representing approximately 39.12 per cent. of the
issued ordinary share capital of Sky).
Cancellation of listing
Sky also notes that today's announcement by Comcast stated that
Comcast has acquired or received acceptances in respect of Sky
Shares representing over 75% of the voting rights of Sky.
Accordingly, Sky announces that applications will be made to the UK
Listing Authority and the London Stock Exchange for the
cancellation of listing and trading of Sky Shares. Pursuant to
Listing Rule 5.2.11R, Sky announces that the cancellation notice
period of 20 business days commenced today and cancellation is
expected to become effective on 7 November 2018.
As stated in the Mandatory Offer Document, it is also proposed
that, as soon as possible after the delisting of Sky Shares, Sky
will be re-registered as a private limited company.
If you do not accept the Mandatory Offer, you may become a
minority shareholder in an unlisted private subsidiary of Comcast
with no certainty of any future opportunity to sell your
shares.
Delisting of the Sky Shares and the re-registration of Sky as a
private limited company would significantly reduce the liquidity
and marketability of any Sky Shares in respect of which the Comcast
Offer has not been accepted at that time. There can be no certainty
that Sky would pay any further dividends or other distributions or
that such minority Sky Shareholders would again be offered an
opportunity to sell their Sky Shares on terms which are equivalent
to those under the Comcast Offer.
Accept the Comcast Offer immediately
The outgoing Independent Committee of Sky recommends that Sky
Shareholders who have not yet done so accept the Comcast Offer and
urges such shareholders to accept immediately.
Comcast has stated that the Comcast Offer will remain open for
acceptances until further notice.
Sky Shareholders wishing to accept the Comcast Offer in respect
of certificated Sky Shares should complete either the First Form of
Acceptance or Second Form of Acceptance. Sky Shareholders wishing
to accept the Comcast Offer in respect of uncertificated Sky Shares
should do so electronically through CREST. Further details of the
procedures for accepting the Comcast Offer are set out in the
Mandatory Offer Document (including, in the case of certificated
Sky Shares, the Second Form of Acceptance) sent to Sky Shareholders
on 27 September 2018. These documents are also available, subject
to certain restrictions in relation to persons resident in
Restricted Jurisdictions, on Sky's transaction microsite,
www.skygroup.sky/corporate/investors/offers-for-sky/comcast-offer.
Directorate changes
Sky also wishes to announce changes to the composition of its
board as a result of the Comcast Offer becoming unconditional in
all respects. The following directors have resigned from the Sky
board with immediate effect:
-- James Murdoch
-- John Nallen
-- Chase Carey
-- Martin Gilbert
-- Andy Sukawaty
-- Tracy Clarke
-- Katrin Wehr-Seiter
Matthieu Pigasse and Adine Grate have agreed to remain on the
Sky Board for the time being. James Conyers, Sky's Group General
Counsel, has been appointed to the Sky board as an executive
director with immediate effect.
Sky confirms that no further information is required to be
disclosed pursuant to LR 9.6.13R.
Martin Gilbert, outgoing Chairman of the Independent Committee
of Sky, said today:
"As we've said before, we consider Comcast's offer to be an
excellent outcome for Sky shareholders. On behalf of the
Independent Committee of Sky, I wish to thank Jeremy and Andrew for
their outstanding leadership of the business throughout the
twenty-one month bid process and congratulate everyone at Sky on
creating such a successful company that has attracted strategic
interest from one of the world's greatest media companies. We
congratulate Comcast on reaching completion of its acquisition of
Sky, and continue to advise that those shareholders who have not
yet tendered into the recommended Comcast offer should do so
immediately."
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in, or incorporated by
reference into, the Mandatory Offer Document dated 27 September
2018.
Enquiries:
Analysts/Investors
Rob Kingston +44 20 7032 3726
Media
Gavin Davis +44 20 7032 7115
Publication on website
A copy of this announcement will be available, subject to
certain restrictions in relation to persons resident in Restricted
Jurisdictions, at
www.skygroup.sky/corporate/investors/offers-for-sky/comcast-offer
by no later than 12 noon (London time) on the business day
following the date of this announcement. Neither the contents of
Sky's website nor the contents of any website accessible from
hyperlinks on Sky's website are incorporated into or form part of
this announcement.
Additional Information
This announcement is for information purposes only. This
announcement is not intended to, and does not, constitute or form
part of any offer, invitation or the solicitation of an offer to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities, or the solicitation of any vote or
approval in any jurisdiction pursuant to the Comcast Offer or
otherwise, nor will there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
There can be no assurance that the Comcast Offer will proceed in a
timely manner. This announcement does not constitute a prospectus
or prospectus equivalent document.
The Comcast Offer is being implemented solely pursuant to the
terms of the Mandatory Offer Document and the Second Form of
Acceptance, which contain the full terms and conditions of the
Comcast Offer, including details of how to accept the Comcast
Offer. Any decision in respect of, or other response to, the
Comcast Offer should be made only on the basis of the information
contained in the Mandatory Offer Document and the Second Form of
Acceptance.
Sky Shareholders are advised to read the formal documentation in
relation to the Comcast Offer carefully.
The statements contained in this announcement are not to be
construed as legal, business, financial or tax advice.
Overseas investors
The release, publication or distribution of this announcement
in, into or from jurisdictions other than the United Kingdom may be
restricted by law. Persons who are not resident in the United
Kingdom or who are subject to the laws of another jurisdiction
should inform themselves about, and observe, any applicable
restrictions and legal and regulatory requirements. In particular,
the ability of persons who are not resident in the United Kingdom
to accept the Comcast Offer, or to execute and deliver a form of
acceptance may be affected by the laws of the relevant
jurisdictions in which they are located. Sky Shareholders who are
in any doubt regarding such matters should consult an appropriate
independent adviser in the relevant jurisdiction without delay. Any
failure to comply with applicable restrictions and requirements may
constitute a violation of the securities law of any such
jurisdiction.
This announcement has been prepared for the purpose of complying
with English law and the Takeover Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside of England.
Unless otherwise determined by Comcast or required by the
Takeover Code, and permitted by applicable law and regulation, the
Comcast Offer is not being, and will not be, made, directly or
indirectly, in, into or from, or by the use of the mails or any
other means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce
of, or any facilities of a national securities exchange of, any
Restricted Jurisdiction and the Comcast Offer is not and will not
be capable of acceptance by any such use, means, instrumentality or
facility or from or within a Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents
relating to the Comcast Offer are not being, and must not be,
directly or indirectly mailed, transmitted or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction. Any
person (including, without limitation, custodians, nominees or
trustees) who would, or otherwise intend to or who may have a
contractual or legal obligation to, forward this announcement or
any other document relating to the Comcast Offer to any
jurisdiction outside the United Kingdom should inform themselves
of, and observe, any applicable legal or regulatory requirements
and must not mail, send or otherwise forward or distribute them in,
into or from any Restricted Jurisdictions. Doing so may render
invalid any purported acceptance of the Comcast Offer.
The availability of the Comcast Offer to Sky Shareholders not
resident in, or who are nationals or citizens or residents of
jurisdictions other than, the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are resident. Any
such person should inform themselves of, and observe, any
applicable legal or regulatory requirements.
Notes to US investors
Sky is a public limited company incorporated in England. The
Comcast Offer is being made to Sky Shareholders resident in the
United States in reliance on, and in compliance with, the
applicable US tender offer rules under the US Securities Exchange
Act of 1934, as amended (the "US Exchange Act"), including
Regulation 14E thereunder taking into account no action and
exemptive relief granted by the US Securities and Exchange
Commission (the "SEC") and otherwise in accordance with the
requirements of English law, the Takeover Code, the Panel, the
London Stock Exchange and the Financial Conduct Authority.
Accordingly, the Comcast Offer is subject to disclosure and other
procedural requirements, including with respect to withdrawal
rights, the offer timetables, settlement procedures and timing of
payments that are different from those applicable under US domestic
tender offer law and practice. Some of the financial information,
including financial information relating to Sky and the Sky group,
including any included or referred to in the offer documentation,
has been or will be prepared in accordance with international
financial reporting standards and may therefore differ from, and
not be comparable to, financial information of US companies or
other companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
United States.
To the extent permissible under the Takeover Code and normal UK
market practice, Comcast and its affiliates or brokers (acting as
agents for Comcast or its affiliates, as applicable) may from time
to time, and other than pursuant to the Comcast Offer, directly or
indirectly, purchase, or arrange to purchase outside the United
States, shares in Sky or any securities that are convertible into,
exchangeable for or exercisable for such shares before or during
the period in which the Comcast Offer remains open for acceptance,
to the extent permitted by, and in compliance with, exemptive
relief granted by the SEC from Rule 14e-5 under the US Exchange Act
and in compliance with the Takeover Code. These purchases may occur
either in the open market at prevailing prices or in private
transactions at negotiated prices. Information about any such
purchases or arrangements to purchase that is made public in
accordance with English law and practice will be available to all
investors (including in the United States) via the Regulatory News
Service on www.londonstockexchange.com.
The Comcast Offer, if consummated, may have consequences under
US federal income tax and applicable US state and local, as well as
non-US, tax laws for Sky Shareholders and holders of Sky American
Depositary Shares. Each Sky Shareholder (including US shareholders,
and holders of Sky American Depositary Shares) is advised to
consult his or her independent professional adviser immediately
regarding any acceptance of the Comcast Offer including, without
limitation, to consider the tax consequences of accepting the
Comcast Offer.
It may be difficult for US holders of Sky Shares and Sky
American Depositary Shares to enforce their rights, effect service
of process within the US upon Sky and enforce any claim arising out
of the US federal laws in connection with the Comcast Offer, since
Sky is located in a non-US jurisdiction, and some of its officers
and directors are residents of non-US jurisdictions. US holders of
Sky Shares and Sky American Depositary Shares may not be able to
bring an action against a non-US company or its officers or
directors in a non-US court for violations of US laws, including US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgment. There is substantial doubt as to the enforceability in
the UK of original actions, or of actions for the enforcement of
judgments of US courts, based on civil liability provisions of US
federal securities laws.
Neither the SEC nor any US state securities commission has
approved or disapproved of the Comcast Offer, passed upon the
merits or fairness of the Comcast Offer or passed upon the adequacy
or accuracy of the information contained in this announcement. Any
representation to the contrary is a criminal offence in the United
States.
Forward-looking statements
This announcement may contain certain forward-looking statements
with respect to the businesses and operations of Sky or Comcast and
certain plans and objectives of Sky or Comcast with respect
thereto. All statements other than statements of historical fact
included in this document may be forward-looking statements.
Forward-looking statements also often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", or other words of similar meaning.
Forward-looking statements (including those relating to the
consummation of the Comcast Offer and the anticipated benefits
thereof) are often based on certain key assumptions and by their
nature address matters that are, to different degrees, uncertain.
These and other forward-looking statements are not guarantees of
future results and are subject to risks, uncertainties, assumptions
and other factors that could cause actual results to differ
materially from those expressed or implied in any such
forward-looking statements. In addition to the information
regarding these risks, uncertainties, assumptions and other factors
set forth in the public filings made by Sky and Comcast, important
risk factors that may cause such a difference include, but are not
limited to, (i) the completion of any offer on anticipated terms
and timing, (ii) the ability to integrate the businesses
successfully and to achieve anticipated benefits, (iii) the risk
that disruptions from any offer will harm Sky's or Comcast's
businesses, (iv) legislative, regulatory, economic, political and
market developments and (v) changes in the global, political,
economic, business and competitive environments, market and
regulatory forces, and unpredictability and severity of
catastrophic events, including, but not limited to, acts of
terrorism or outbreak of war or hostilities. While the list of
factors presented here is considered representative, no such list
should be considered to be a complete statement of all potential
risks and uncertainties. Unlisted factors may present significant
additional obstacles to the realisation of forward-looking
statements. Due to such uncertainties and risks, readers are
cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date of this announcement.
Sky and Comcast disclaim any obligation to update any
forward-looking or other statements contained in this announcement,
except as required by applicable law.
Rounding
Certain figures included in this announcement have been subject
to rounding adjustments.
Time
All times shown in this announcement are London times, unless
otherwise stated.
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
MSCLLFSSIFLAIIT
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