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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
25 April 2018
Sky plc ("Sky")
Response to all-cash offer for Sky by Comcast Corporation ("Comcast")
The Independent Committee of Sky welcomes today's announcement by Comcast of its firm intention to make a £12.50 per share pre-conditional cash offer for Sky (the "Comcast Offer"), which follows its initial possible offer announcement on 27 February.
The Independent Committee also welcomes the post-offer undertakings and commitments Comcast intends to give in relation to Sky's existing business including Sky News, and believes that these voluntary commitments should comprehensively address any potential public interest concerns. In addition to Comcast and as required by the Takeover Panel, Sky also intends to give the same post-offer undertakings conditional upon the Comcast Offer becoming wholly unconditional.
As a result of the announcement of this higher cash offer, the Independent Committee is withdrawing its recommendation of the offer announced by 21CF on 15 December 2016 ("21CF Offer") and is now terminating the Co-operation Agreement entered into with 21CF on the same date.
Accordingly, certain provisions of the Co-operation Agreement will cease to apply including the obligation on 21CF to pay a break fee of £200 million. The Co-operation Agreement ensures, however, that certain obligations on 21CF continue after such termination, including, unless the Independent Committee agrees otherwise, that: (i) the 21CF Offer cannot close without the approval of at least a majority of independent Sky shareholders and (ii) 21CF will continue to be bound by the standstill provisions agreed to in the Co-operation Agreement.
The Independent Committee is mindful of its fiduciary duties and has consistently sought to maximise value for all shareholders.
At this time, the Independent Committee notes that both offers are subject to pre-conditions and neither offer is currently capable of being put to shareholders. The Independent Committee intends to co-operate fully with both parties to secure the relevant approvals in order to satisfy the pre-conditions for both offers. Until the relevant pre-conditions are satisfied, Sky shareholders are advised to take no action.
A further announcement will be made in due course.
Robert Kingston +44 (0) 20 7032 3726
Gavin Davis +44 (0) 20 7032 7115
Morgan Stanley (Financial Adviser and Corporate Broker to Sky) +44 (0) 20 7425 8000
Simon Smith, Laurence Hopkins, Anthony Zammit
Corporate Broking: Ben Grindley
PJT Partners (Financial Adviser to Sky) +44 (0) 20 3650 1100
Simon Lyons, Scott Matlock, Jonathan Hall
Barclays (Financial Adviser and Corporate Broker to Sky) +44 (0) 20 7623 2323
Mark Astaire, Richard Taylor, Hugh Moran
Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority in the United Kingdom, is acting as financial adviser and corporate broker to Sky and no one else in connection with the matters set out in this announcement. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the contents of this announcement or any other matter referred to herein.
PJT Partners (UK) Limited ("PJT Partners"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting for Sky and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Sky for providing the protections afforded to clients of PJT Partners nor for providing advice in relation to the matters set out in this announcement. Neither PJT Partners nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of PJT Partners in connection with this announcement, any statement contained herein or otherwise.
Barclays Bank PLC (acting through its Investment Bank) ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority in the United Kingdom, is acting as financial adviser and corporate broker exclusively for Sky and no one else in connection with the matters referred to in this announcement and is not, and will not be, responsible to anyone other than Sky for providing the protections afforded to clients of Barclays nor for giving advice in connection with either Offer or any other matter referred to in this announcement.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with applicable requirements may constitute a violation of the securities law of any such jurisdiction.
This announcement is for information purposes only. It 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 either 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 either Offer will proceed in a timely manner or at all. This announcement does not constitute a prospectus or prospectus equivalent document.
The Comcast Offer will be implemented solely pursuant to the terms of the Offer Document and the accompanying Form of Acceptance, which will 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 Offer Document and the Form of Acceptance.
The 21CF Offer (if implemented pursuant to a scheme of arrangement) will be implemented solely pursuant to the terms of the Scheme Document, which will contain the full terms and conditions of the 21CF Offer, including details of how to vote in respect of the 21CF Offer. Any decision in respect of, or other response to, the 21CF Offer should be made only on the basis of the information contained in the Scheme Document.
Sky Shareholders are advised to read the formal documentation in relation to the Offers carefully once it has been dispatched.
The statements contained in this announcement are not to be construed as legal, business, financial or tax advice.
Information relating to Sky Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by Sky Shareholders, persons with information rights and other relevant persons for the receipt of communications from Sky may be provided to Comcast and 21CF during the Offer Period as required under Section 4 of Appendix 4 of the City Code.
The release, publication or distribution of this announcement in, into or from certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, 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 either Offer, or to execute and deliver a Form of Acceptance, or to vote their Sky shares with respect to a scheme, or to execute and deliver forms of proxy appointing another to vote on the scheme on their behalf, 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 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 City 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 21CF (as applicable) or required by the City Code, and permitted by applicable law and regulation, the Comcast Offer and the 21CF Offer respectively will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and neither Offer will be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offers 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 where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offers (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
Notes to US investors
Sky is a public limited company incorporated in England. The Offers will be made to Sky Shareholders in the United States 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, and otherwise in accordance with the requirements of English law. Accordingly, the Offers will be 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. Sky's financial information, including any included in the offer documentation, will not have been prepared in accordance with US GAAP, or derived therefrom, and may therefore differ from, and not be comparable with, financial information of US companies.
Comcast or 21CF and their respective affiliates or brokers (acting as agents for Comcast or 21CF or their respective affiliates, as applicable) may from time to time, and other than pursuant to the Offers, 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 their Offers remain open for acceptance, to the extent permitted by, and in compliance with, exemptive relief granted by the US Securities and Exchange Commission from Rule 14e-5 under the US Exchange Act and in compliance with the City 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.
Either 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 the US shareholders, and holders of Sky American Depositary Shares) is urged to consult his or her independent professional adviser regarding the tax consequences of the Offers.
It may be difficult for US holders of Sky shares and Sky American Depositary Shares to enforce their rights and claims arising out of the US federal securities laws in connection with the Offers, 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 sue a non-US company or its officers or directors in a non-US court for violations of the 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.
The Sky securities referred to in this announcement have not been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.
This announcement may contain certain forward-looking statements, within the meaning of Section 21E of the US Exchange Act and Section 27A of the US Securities Act of 1933, as amended, with respect to the businesses and operations of Sky, Comcast or 21CF and certain plans and objectives of Sky, Comcast or 21CF with respect thereto. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. 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 any offer and the anticipated benefits thereof) by their nature address matters that are, to different degrees, uncertain. These and other forward-looking statements, including statements regarding the failure to consummate any offer or to make or take any action required to consummate any offer in a timely manner or at all, 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 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 the public filings with the US Securities and Exchange Commission made by Comcast and 21CF, 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, Comcast's or 21CF's businesses, (iv) legislative, regulatory, economic, political and market developments and (v) 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.
No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Sky, Comcast or 21CF for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Sky, Comcast or 21CF, as applicable.
Publication of this announcement
A copy of this announcement will be available at www.skygroup.sky/corporate/investors/offers-for-sky 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.
Availability of hard copies
A hard copy of this announcement will be sent to Sky Shareholders in the near future. Sky shareholders and other persons with information rights may also request a hard copy of this announcement by calling Equiniti Limited on 0371 384 2091 during London business hours or submitting a written request to Sky's registered office. Sky Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offers should be in hard copy form. No such hard copies will be sent unless so requested.
Certain figures included in this announcement have been subject to rounding adjustments.
All times shown in this announcement are London times, unless otherwise stated.
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