TIDM55AD TIDM49EN
RNS Number : 2718X
Sky Limited
26 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 GBP450,000,000 2.875%
Guaranteed Notes due 2020 Yes Yes
XS1212467911 Sky Limited EUR600,000,000 Guaranteed
Floating Rate Notes due 2020 Yes Yes
XS1109741246 Sky Limited EUR1,500,000,000 1.500%
Guaranteed Notes due 2021 Yes Yes
XS1141969912 Sky Limited EUR850,000,000 1.875% Notes
due 2023 Yes Yes
XS1321424670 Sky Limited EUR500,000,000 2.250%
Guaranteed Notes due 2025 Yes Yes
XS1109741329 Sky Limited EUR1,000,000,000 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 GBP300,000,000 6.000% Guaranteed Notes due 2027
XS1141970175 Sky Limited GBP300,000,000 4.000% Guaranteed Notes due 2029
XS1143502901 Sky Limited EUR400,000,000 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
MSCFQLFLKZFBBBE
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April 26, 2019 07:09 ET (11:09 GMT)
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