TIDMSKY TIDMTTM
RNS Number : 4904R
Sky PLC
09 December 2016
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
This announcement is not an announcement of a firm intention to
make an offer under Rule 2.7
of the City Code on Takeovers and Mergers (the "Code") and there
can be no certainty that an
offer will be made, nor as to the terms of any such offer.
For immediate release 9th December 2016
Sky plc
Possible offer for Sky plc by Twenty-First Century Fox, Inc.
The Independent Directors of Sky plc ("Sky") note today's share
price increase, and announce that Sky has received an approach from
21st Century Fox, Inc. ("21st Century Fox"). After a period of
negotiation, the Independent Directors of Sky and 21st Century Fox
have reached agreement on an offer price of GBP10.75 per share in
cash, less the value of any dividends subsequently paid by Sky (the
"Proposal"). However, certain material offer terms remain under
discussion and there can be no certainty that an offer will be made
by 21st Century Fox, nor as to the terms of any such offer.
The Independent Directors, who have received financial advice
from Morgan Stanley, PJT Partners and Barclays, have indicated to
21st Century Fox that they are willing to recommend the Proposal to
Sky shareholders, subject to reaching agreement on the other terms.
In providing advice to the Independent Directors, Morgan Stanley,
PJT Partners and Barclays have taken into account the commercial
assessments of the Independent Directors.
The Proposal represents a premium of 40% to the closing price on
6th December, being the last business day prior to the initial
proposal being received from 21st Century Fox, and a premium of 36%
to the closing price on 8th December, being the last business day
prior to this announcement.
Sky has formed an independent committee of the Board (the
"Independent Committee") to consider the terms of the Proposal. The
Independent Committee comprises Martin Gilbert, Andrew Sukawaty,
Jeremy Darroch, Andrew Griffith, Tracy Clarke, Adine Grate,
Matthieu Pigasse and Katrin Wehr-Seiter, each of whom the Board of
the Company considers to be free from conflicts of interest with
regard to the Proposal (the "Independent Directors"). The members
of the Independent Committee will act in accordance with their
duties as directors and, in particular, in order to protect the
interests of shareholders.
Discussions are continuing and a further announcement will be
made in due course as appropriate.
In accordance with Rule 2.6(a) of the Code, 21st Century Fox is
required to clarify its intentions by no later than 5.00pm on
Friday 6th January 2017 (or such later date as the Takeover Panel
may consent to in relation to 21st Century Fox, at the request of
Sky), by either announcing a firm intention to make an offer or
that it does not intend to make an offer.
This announcement has not been made with the consent of 21st
Century Fox.
Person making this notification
Chris Taylor
Company Secretary
Enquiries:
Analysts/Investors
Robert Kingston +44 (0) 20 7032 3726
Media
Gavin Davis +44 (0) 707 032 7115
Financial Advisers / Corporate Brokers
Morgan Stanley (Financial Adviser and Corporate Broker)
Simon Smith / Laurence Hopkins / Anthony Zammit +44 (0) 20 7425
8000
Ben Grindley (Corporate Broker)
PJT Partners (Financial Adviser)
Scott Matlock / Simon Lyons / Owain Parry +44 (0) 20 3650
1100
Barclays (Financial Adviser and Corporate Broker)
Mark Astaire / Richard Taylor / Hugh Moran +44 (0) 20 3134
5180
About Sky plc
Sky is Europe's leading entertainment company. The group serves
20 million customers across five countries: Italy, Germany,
Austria, the UK and Ireland. Sky offer the best and broadest range
of content, deliver market-leading customer service and use
innovative new technology to give customers a better TV experience,
whenever and wherever they choose.
Morgan Stanley & Co. International plc which is authorised
by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority
in the United Kingdom, Barclays Bank PLC, acting through its
Investment Bank ("Barclays"), which is authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the
Financial Conduct Authority and the Prudential Regulation Authority
and PJT PARTNERS (UK) Limited, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, are each
acting for Sky plc and no one else in connection with the matters
described herein and will not be responsible to anyone other than
Sky plc for providing the protections afforded to their respective
clients, for giving advice in connection with the matters described
herein or in relation to any matter referred to herein.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication of this announcement
A copy of this announcement will be available at
www.corporate.sky.com by no later than 12 noon (London time) on
12th December.
The contents of Sky's website are not incorporated into and do
not form part of this announcement.
You may request a hard copy of this announcement by contacting
the Company Secretary of Sky during business hours on +44 (0) 207
032 4297 or by submitting a request in writing to the Company
Secretary of Sky at company.secretariat@sky.uk.
You may also request that all future documents, announcements
and information to be sent to you in relation to the offer should
be in hard copy form.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, the Company announces
that, as at the date of this announcement, it has 1,719,017,230
ordinary shares of 50 pence each in issue and admitted to trading
on the main market of the London Stock Exchange. Each ordinary
share carries one right to vote. The Company does not hold any
ordinary shares in treasury. The International Securities
Identification Number for the ordinary shares is GB0001411924.
The above figure may be used by shareholders to determine the
percentage of issued share capital they hold in the Company and if
they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure and
Transparency Rules.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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