TIDMSKY
RNS Number : 0496C
Twenty-First Century Fox Inc
26 September 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
26 SEPTEMBER 2018
CASH OFFER
for
SKY PLC
("SKY")
by
TWENTY-FIRST CENTURY FOX, INC.
("21CF")
UPDATE ON CERTAIN MATTERS RELATING TO THE 21CF OFFER
On 22 September 2018, 21CF announced a revised cash offer for
the fully diluted share capital of Sky which 21CF and its
Affiliates do not already own at a price of GBP15.67 for each Sky
Share (the 21CF Offer), following conclusion of the auction process
conducted by the Panel. On the same date, Comcast Corporation
(Comcast) announced a revised cash offer for the entire issued and
to be issued share capital of Sky (the Comcast Offer) at a price of
GBP17.28 for each Sky Share (the Comcast Offer Price). The Sky
Independent Committee has recommended that Sky Shareholders accept
the Comcast Offer.
The Comcast Offer values 21CF's existing shareholding in Sky of
672,783,139 Sky Shares (the Existing 21CF Stake) at approximately
GBP11.626 billion.
21CF announces that, pursuant to Note 1 on Rule 32.5 of the
Code, the Panel has agreed to grant a dispensation to 21CF in
respect of its obligation to send a revised offer document to Sky
Shareholders setting out the revised 21CF Offer. Sky has consented
to such dispensation. Therefore, 21CF will not be sending a revised
offer document to Sky Shareholders.
21CF intends to either accept the revised Comcast Offer in
respect of the Existing 21CF Stake or sell the Existing 21CF Stake
to Comcast at the Comcast Offer Price. 21CF may accept the Comcast
Offer upon lapse of the 21CF Offer, or at such earlier time as the
Panel and 21CF may agree. Alternatively, a sale of the Existing
21CF Stake to Comcast may occur at any time that 21CF and Comcast
may agree. Disney has consented to 21CF's decision to either accept
the revised Comcast Offer in respect of the Existing 21CF Stake or
sell the Existing 21CF Stake to Comcast.
21CF intends to lapse its offer at the earliest opportunity.
This will occur on 6 October 2018 (assuming 21CF does not receive
sufficient acceptances of the 21CF Offer).
Sky Shareholders that have already accepted the 21CF Offer may
withdraw their acceptances at any time after this announcement by
following the procedure set out in paragraph 3(b) of Part C of the
Offer Document sent by 21CF to Sky Shareholders on 7 August 2018.
All acceptances not so withdrawn will, in any event, lapse when the
21CF Offer lapses.
21CF and Sky have agreed that all surviving provisions of the
Co-operation Agreement will be terminated with effect from the
lapse of the 21CF Offer. 21CF has also released those Sky directors
that gave irrevocable undertakings to accept the 21CF Offer from
such undertakings.
For the purposes of Rule 4.2(a) of the Code, this announcement
constitutes public notice that 21CF might sell the Existing 21CF
Stake to Comcast, either by accepting the Comcast Offer or by way
of a sale outside the Comcast Offer.
Capitalised terms used but not defined in this announcement
shall have the meanings given to them in the Offer Document.
Enquiries
21CF:
21CF
Investors Media
Reed Nolte Nathaniel Brown
+1 212-852-7092 +1 212-852-7746
Miranda Higham
+44 207-019-5632
Mike Petrie
+1 212-852-7130
Deutsche Bank AG, London Branch New York: +1 212 250 2500
(Lead Financial Adviser to 21CF) London: +44 207 545 8000
Gavin Deane / James Arculus /
Mathew Mathew / Jennifer Conway
/ Simon Hollingsworth (corporate
broking)
Centerview Partners (Financial New York: +1 212 380 2650
Adviser to 21CF) London: +44 207 409 9700
Blair Effron / David Cohen /
James Hartop / Stefan Neata
Goldman Sachs International (Financial New York: +1 212 902 1000
Adviser to 21CF) London: +44 20 7774 1000
John Waldron / Mike Smith / Mark
Sorrell / Owain Evans
Brunswick +44 207 404 5959
Jonathan Glass / Andrew Porter
/ Craig Breheny
Important notices relating to financial advisers
Deutsche Bank AG is authorised under German Banking Law
(competent authority: European Central Bank) and, in the United
Kingdom, by the Prudential Regulation Authority. It is subject to
supervision by the European Central Bank and by BaFin, Germany's
Federal Financial Supervisory Authority, and is subject to limited
regulation in the United Kingdom by the Prudential Regulation
Authority and Financial Conduct Authority. Neither Deutsche Bank
AG, acting through its London Branch (Deutsche Bank) nor any other
member of the group of companies controlled by Deutsche Bank AG
will be responsible to any persons other than 21CF for providing
any of the protections afforded to clients of Deutsche Bank nor for
providing advice in relation to the Acquisition or any matters
referred to in this announcement. Neither Deutsche Bank nor any
other member of the group of companies controlled by Deutsche Bank
AG 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 Deutsche
Bank in connection with this announcement, any statement contained
herein, or otherwise. Deutsche Bank is acting as financial adviser
to 21CF and no one else in connection with the contents of this
announcement.
Centerview Partners UK LLP (Centerview Partners), which is
authorised and regulated by the Financial Conduct Authority, is
acting as joint financial adviser to 21CF and no one else in
connection with the contents of this announcement and neither
Centerview Partners nor any of its affiliates will be responsible
to anyone other than 21CF for providing the protections afforded to
its clients or for providing advice in connection with the contents
of this announcement or any matter referred to in this
announcement. Centerview Partners accordingly disclaims to the
fullest extent permitted by law all and any responsibility and
liability whether arising in tort, contract or otherwise (save as
referred to above) which it might otherwise have in respect of this
announcement.
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting exclusively for 21CF and no one else in
connection with the Acquisition and will not be responsible to
anyone other than 21CF for providing the protections afforded to
clients of Goldman Sachs International, or for providing advice in
relation to the Acquisition or any matter or arrangement referred
to in this announcement. Neither Goldman Sachs International nor
any of its 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 Goldman Sachs International in connection with the
Acquisition, this announcement, any statement contained herein, or
otherwise.
Further information
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
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 of an offer
to buy securities in any jurisdiction pursuant to the Acquisition
or otherwise.
Overseas Shareholders
The release, publication or distribution of this announcement
in, and the availability of the 21CF Offer to persons who are
residents, citizens, or nationals of jurisdictions other than the
UK may be restricted by law and therefore any persons who are
subject to the laws and/or regulations of any jurisdiction other
than the UK should inform themselves about, and observe, any
applicable restrictions and legal and regulatory requirements.
Sky Shareholders who are in any doubt regarding such matters
should consult an appropriate independent advisor in the relevant
jurisdiction without delay. Any failure to comply with such
restrictions and/or requirements may constitute a violation of the
laws and/or regulations 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 the UK.
Disclosure Requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who is interested
in one per cent. 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 p.m. (London time) on the 10th business day
following the commencement of the Offer Period and, if appropriate,
by no later than 3.30 p.m. (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 City Code, any person who is, or
becomes, interested in one per cent. 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, 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 p.m. (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 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Publication on Website
This announcement will be available free of charge, subject to
certain restrictions in relation to persons resident in Restricted
Jurisdictions, at www.21cf-offer-for-Sky.com by no later than 12.00
noon (London time) on the business day following this
announcement.
Neither the content of any website referred to in this
announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
announcement.
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
OUPEALNKAESPEFF
(END) Dow Jones Newswires
September 26, 2018 10:24 ET (14:24 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.