Wed, 29th May 2019 13:30
SKY LIMITED AND SKY GROUP FINANCE PLC ANNOUNCE
EXECUTION OF SUPPLEMENTAL INDENTURES AND COMCAST GUARANTEES
29 May 2019
Sky Limited ("Sky") and Sky Group Finance plc ("Sky Finance" and, together with Sky, the "Issuers") previously announced that the Requisite Consents were obtained for the proposed amendments (the "Proposed Amendments") to the indentures governing the New York Law Notes (as defined below) issued by the Issuers, as set out in the consent solicitation memorandum dated 21 March 2019 (the "Consent Solicitation Memorandum").
The "New York Law Notes" are as follows:
· $750,000,000 2.625% Notes due 2019 (CUSIP: G15632AQ8/111013AM0; ISIN: USG15632AQ89/US111013AM04);
· $800,000,000 3.125% Notes due 2022 (CUSIP: G15632AN5/111013AK4; ISIN: USG15632AN58/US111013AK48);
· $1,250,000,000 3.750 per cent. Notes due 2024 (CUSIP: G15632AP0/111013AL2; ISIN: USG15632AP07/US111013AL21); and
· $350,000,000 6.500% Notes due 2035 (CUSIP: G1658KAB7/11778BAB8; ISIN: USG1658KAB73/US11778BAB80).
Separately, Sky solicited consents (the "Concurrent Consent Solicitations") for certain proposed amendments relating to nine series of notes issued by Sky that are governed by English law (the "English Law Notes"), including three series of notes issued by Sky that were previously admitted to trading on the Main Market of the London Stock Exchange (the "Listing Transfer Notes"), pursuant to a separate consent solicitation memorandum dated 21 March 2019. In connection with the Concurrent Consent Solicitations, the Extraordinary Resolutions relating to each series of English Law Notes, including the Listing Transfer Notes, were duly passed in the Meetings or adjourned Meetings, as applicable, and Sky separately announced on 22 May 2019 the transfer of the Listing Transfer Notes from the Main Market of the London Stock Exchange to the Professional Securities Market of the London Stock Exchange.
Accordingly, the Proposed Amendments were implemented as of today, and the relevant Supplemental Indenture and relevant Comcast Corporation ("Comcast") guarantee (the "Comcast Guarantee") in respect of such series of New York Law Notes were executed today. In addition, Comcast, at the same time that the Comcast Guarantees were executed in respect of each series of New York Law Notes, executed a guarantee in respect of each series of English Law Notes. As a result of the execution of the Comcast Guarantees in respect of the New York Law Notes, such notes are subject to certain transfer restrictions. See "Transfer Restrictions" in the Consent Solicitation Memorandum.
Re-registration of Sky Finance
Sky Finance hereby announces that it is in the process of re-registering from a public limited company to a private limited company (the "Re-registration"), upon which its name will change from Sky Group Finance plc to Sky Group Finance Limited (the "Change of Name"). The Re-registration and Change of Name are expected to become effective on or about 30 May 2019.
Person making this announcement
Chris Taylor, Company Secretary
Sky Limited and Sky Group Finance plc
This announcement does not constitute a solicitation of an offer to sell or recommendation to purchase the New York Law Notes referred to in this announcement or any other securities. The distribution of this announcement in certain jurisdictions may be restricted by law.
Capitalised terms used but not defined in this announcement have the same meanings given to them in the Consent Solicitation Memorandum.