TIDM55AD
RNS Number : 9750X
Sky Limited
01 May 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH
RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND IS NOT AN OFFER TO
PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY SECURITIES.
May 1, 2023
Sky Limited - Launch of Tender Offer for Any and All of its
Outstanding U.S.$1,250,000,000 3.750 per cent. Senior Unsecured
Notes due 2024
Sky Limited (the "Company"), a subsidiary of Comcast
Corporation, has commenced a cash tender offer to purchase any and
all of its outstanding U.S.$1,250,000,000 3.750% Senior Unsecured
Notes due 2024 (the "Notes"), for the consideration described
below.
Aggregate Bloomberg
Principal Treasury Reference Fixed
Amount Maturity Reference Page(2) Spread
Title of Security CUSIP Outstanding Consideration(1) Date Security
----------------------------------- --------- -------------- ---------------- --------- ---------- --------- ------
3.750% Senior 111013AL2 $1,250,000,000 To be determined September 0.375% due FIT4 +25
Unsecured Notes and at the Price 16, 2024 September bps
due G15632AP0 Determination 15, 2024
2024............................ Time(3)
(1) Per $1,000 principal amount of Notes validly tendered before
the Expiration Time (as defined below), not validly withdrawn and
accepted for purchase. In addition to the applicable consideration,
all holders whose Notes are accepted for purchase will also receive
accrued and unpaid interest on such Notes from, and including, the
last interest payment date up to, but excluding, the Settlement
Date (as defined below).
(2) The Bloomberg Reference Page is provided for convenience
only. To the extent any Bloomberg Reference Page changes prior to
the Price Determination Time (as defined below), the Joint Dealer
Managers referred to below will quote the applicable Treasury
Reference Security from the updated Bloomberg Reference Page.
(3) The consideration offered per $1,000 principal amount of
Notes validly tendered and accepted for purchase pursuant to the
tender offer will be determined by the Joint Dealer Managers
referred to below in the manner described in the Offer to Purchase
(as defined below) by reference to the fixed spread specified above
plus the yield based on the bid-side price of the Treasury
Reference Security specified above as quoted on the Bloomberg
Reference Page specified above at 11:00 a.m., New York City time
(such time, the "Price Determination Time") on May 5, 2023.
The tender offer will expire at 5:00 p.m., New York City time,
on May 5, 2023, unless extended or earlier terminated (the
"Expiration Time"). Holders who have validly tendered their Notes
may withdraw such Notes at any time at or prior to the Expiration
Time. The Guaranteed Delivery Date is May 9, 2023. The Company
expects to pay the applicable consideration for Notes validly
tendered and not validly withdrawn at or prior to the Expiration
Time on May 10, 2023, the third business day following the
Expiration Time (the "Settlement Date"). The tender offer is
conditioned upon satisfaction of certain conditions, but is not
conditioned upon any minimum amount of Notes being tendered.
The complete terms and conditions of the tender offer are set
forth in the Offer to Purchase, dated May 1, 2023 (the "Offer to
Purchase") and in the related Notice of Guaranteed Delivery, along
with any amendments and supplements thereto, which holders are
urged to read carefully before making any decision with respect to
the tender offer. The Company has retained Deutsche Bank Securities
Inc. and TD Securities (USA) LLC to act as Joint Dealer Managers in
connection with the tender offer. Copies of the Offer to Purchase
and the related Notice of Guaranteed Delivery may be obtained from
D.F. King & Co., Inc. (the "Tender and Information Agent"), by
phone at +1(212) 269-5550 (banks and brokers) or +1(877) 487-5045
(all others), by email at cmcsa@dfking.com or online at
https://www.dfking.com/cmcsa. Questions regarding the tender offer
may also be directed to the Joint Dealer Managers as set forth
below:
Deutsche Bank Securities Inc. TD Securities (USA) LLC
1 Columbus Circle 1 Vanderbilt Avenue, 11th Floor
New York, NY 10019 New York, NY 10017
Attention: Liability Management Attention: Liability Management
Group Group
Toll-Free: +1 (866) 627-0391 Toll Free: +1 (866) 584-2096
Collect: +1 (212) 250-2955 Collect: +1 (212) 827 2842
Email: LM@tdsecurities.com
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The tender offer
is being made only by, and pursuant to the terms of, the Offer to
Purchase and the related Notice of Guaranteed Delivery. The tender
offer is not being made in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction
where the laws require the tender offer to be made by a licensed
broker or dealer, the tender offer will be made by the Joint Dealer
Managers on behalf of the Company. None of the Company, the Tender
and Information Agent or the Joint Dealer Managers, nor any of
their respective affiliates, makes any recommendation as to whether
holders should tender or refrain from tendering all or any portion
of their Notes in response to the tender offer.
About Sky Limited
Sky is a subsidiary of Comcast Corporation. Sky's principal
executive office is located at Grant Way, Isleworth, Middlesex TW7
5QD United Kingdom. Sky's telephone number is +44 0333 100
0333.
DISCLAIMER
This announcement, the Offer to Purchase and the Notice of
Guaranteed Delivery (including the documents incorporated by
reference therein) contain important information which should be
read carefully before any decision is made with respect to the
tender offer. If you are in any doubt as to the contents of this
announcement, the Offer to Purchase or the Notice of Guaranteed
Delivery or the action you should take, you are recommended to seek
your own financial and legal advice, including as to any tax
consequences, immediately from your stockbroker, bank manager,
solicitor, accountant or other independent financial or legal
adviser. Any individual or company whose Notes are held on its
behalf by a broker, dealer, bank, custodian, trust company or other
nominee or intermediary must contact such entity if it wishes to
participate in the tender offer. None of the Company, the Joint
Dealer Managers, the Tender and Information Agent or the trustee
with respect to the Notes (or any of their respective directors,
employees or affiliates) make any recommendation as to whether
holders should tender Notes pursuant to the tender offer.
This announcement must be read in conjunction with the Offer to
Purchase and the Notice of Guaranteed Delivery. The distribution of
this announcement, the Offer to Purchase and the Notice of
Guaranteed Delivery in certain jurisdictions may be restricted by
law. Persons into whose possession this announcement, the Offer to
Purchase and/or the Notice of Guaranteed Delivery come(s) are
required by each of the Company, the Joint Dealer Managers and the
Tender and Information Agent to inform themselves about, and to
observe, any such restrictions.
Offer Restrictions
European Economic Area
The communication of this announcement, the Offer to Purchase
and any other documents or materials relating to the tender offer
does not constitute an offer of securities to the public for the
purposes of Regulation (EU) 2017/1129 (as amended, the "Prospectus
Regulation") and accordingly the requirement to produce a
prospectus under the Prospectus Regulation does not apply to the
tender offer.
United Kingdom
The communication of this announcement, the Offer to Purchase,
the Notice of Guaranteed Delivery and any other documents or
materials relating to the tender offer are not being made, and such
documents and/or materials have not been approved, by any
authorised person for the purposes of section 21 of the Financial
Services and Markets Act 2000 (as amended, the "FSMA").
Accordingly, this announcement, the Offer to Purchase, the Notice
of Guaranteed Delivery and such other documents and/or materials
are not being distributed to, and must not be passed on to, the
general public in the United Kingdom. The communication of the
Offer to Purchase, the Notice of Guaranteed Delivery and such other
documents and/or materials is exempt from the restriction on
financial promotions under section 21 of the FSMA on the basis that
they are being distributed only to and are directed only at: (i)
persons outside the United Kingdom; (ii) persons who have
professional experience in matters relating to investments falling
within the definition of "investment professionals" in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"); (iii) high net worth
companies, and other persons to whom such documents and materials
may lawfully be communicated, falling within Article 49(2)(a) to
(d) of the Order; (iv) members, creditors and other persons falling
within Article 43(2) of the Order; and (v) any other person to whom
an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the FSMA) in connection
with
the tender offer may otherwise lawfully be communicated or
caused to be communicated (all such persons in (i) to (v) together
being referred to as "relevant persons"). This announcement, the
Offer to Purchase, the Notice of Guaranteed Delivery and such
documents and/or materials are directed only at relevant persons
and must not be acted on or relied upon by persons who are not
relevant persons. Any investment or investment activity to which
this announcement, the Offer to Purchase and the Notice of
Guaranteed Delivery relate is available only to relevant persons
and will be engaged in only with relevant persons.
The communication of this announcement, the Offer to Purchase,
the Notice of Guaranteed Delivery and any other documents or
materials relating to the tender offer does not constitute an offer
of securities to the public for the purposes of Regulation (EU)
2017/1129 (as amended) as it forms part of domestic law in the
United Kingdom by virtue of the European Union (Withdrawal) Act
2018 (as amended, the "EUWA") (the "UK Prospectus Regulation") and
accordingly the requirement to produce a prospectus under the UK
Prospectus Regulation does not apply to the tender offer.
General
The tender offer does not constitute an offer to buy or the
solicitation of an offer to sell Notes (and offers to sell will not
be accepted from the holders) in any circumstances in which such
offer or solicitation is unlawful. In those jurisdictions where the
securities or other laws require the tender offer to be made by a
licensed broker or dealer or similar and any of the Joint Dealer
Managers or any of the Joint Dealer Manager's respective affiliates
is such a licensed broker or dealer in that jurisdiction, the
tender offer shall be deemed to be made by such Joint Dealer
Manager or affiliate, as the case may be, on behalf of the Company
in such jurisdiction.
Each holder participating in the tender offer will be deemed to
give certain representations in respect of the jurisdictions
referred to above and generally as set out in the Offer to
Purchase. Any tender of Notes pursuant to the Offer to Purchase
from a holder that is unable to make these representations will be
rejected. Each of the Company, the Joint Dealer Managers and the
Tender and Information Agent reserves the right, in its absolute
discretion (and without prejudice to the relevant holder's
responsibility to the representations made by it), to investigate
in relation to any tender of Notes, whether any such representation
given by a holder is correct and, if such investigation is
undertaken and as a result the Company determines (for any reason)
that such representation is not correct, such offer to sell will be
rejected.
The Company and its respective affiliates expressly reserve the
right at any time or from time to time following completion or
termination of the tender offer, to purchase or exchange or offer
to purchase or exchange Notes or to issue an invitation to submit
offers to sell Notes (including, without limitation, those tendered
pursuant to the tender offer but not accepted for purchase) through
open market purchases, privately negotiated transactions, tender
offers, exchange offers or otherwise, in each case on terms that
may be more or less favourable than those contemplated by the
tender offer. In addition, the Company also reserves the right to
issue new debt securities from time to time, including during the
term of the tender offer.
This announcement is released by the Company and contains
information that qualified or may have qualified as inside
information within the meaning of Article 7(1) of Regulation (EU)
596/2014 ("MAR") and Article 7(1) of MAR as it forms part of
domestic law in the United Kingdom by virtue of the EUWA ("UK
MAR"), encompassing information relating to the tender offer
described above. For the purposes of MAR and UK MAR and the
Implementing Technical Standards, this announcement is made by the
directors of Sky Limited.
Legal Entity Identifier
Sky Limited 2138003TS48MQKF4BZ29
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END
TENEAASFEALDEFA
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May 02, 2023 02:00 ET (06:00 GMT)
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