Last checked at 29 May 2019 13:30
NOTICE
To the Holders of the Outstanding
€1,500,000,000 1.500 per cent. Guaranteed Notes due 2021 issued under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2021 Notes"); |
€1,000,000,000 2.500 per cent. Guaranteed Notes due 2026 (issued under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2026 Notes"); |
£300,000,000 6.000 per cent. Guaranteed Notes due 2027 issued under the £5,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2027 Notes"); |
£450,000,000 2.875 per cent. Guaranteed Notes due 2020 issued under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2020 FXD Notes"); |
€600,000,000 Floating Rate Guaranteed Notes due 2020 issued under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2020 FRN Notes"); |
€850,000,000 1.875 per cent. Guaranteed Notes due 2023 issued under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2023 Notes"); |
€500,000,000 2.250 per cent. Guaranteed Notes due 2025 issued under the £5,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2025 Notes"); |
£300,000,000 4.000 per cent. Guaranteed Notes due 2029 issued under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2029 GBP Notes"); and |
€400,000,000 2.750 per cent. Guaranteed Notes due 2029 issued under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2029 EUR Notes", and together with the 2021 Notes, the 2026 Notes, the 2027 Notes, the 2020 FXD Notes, the 2020 FRN Notes, the 2023 Notes, the 2025 Notes and the 2029 GBP Notes, the "Notes") |
in each case, issued by Sky Limited (the "Issuer") and guaranteed by, inter alia, Sky Group Finance plc ("Sky Finance")
29 May 2019
NOTICE IS HEREBY GIVEN that pursuant to the Extraordinary Resolutions (as set out in the Notice of Meeting dated 21 March 2019 and Notice of Adjourned Meeting dated 12 April 2019) duly passed by the holders of each series of the Notes, (a) supplemental trusts deeds (the "Supplemental Trust Deeds") to each of (i) the trust deed dated 5 September 2014, as supplemented, amended, restated and modified from time to time (the "2014 Trust Deed"), (ii) the trust deed dated June 2015, as supplemented, amended, restated and modified from time to time (the "2015 Trust Deed"), and (iii) the trust deed dated 2 April 2007, as supplemented, amended, restated and modified from time to time (the "2007 Trust Deed", and together with the 2014 Trust Deed and the 2015 Trust Deed, the "Trust Deeds"), each made between the Issuer and BNY Mellon Corporate Trustee Services Limited as trustee; and (b) a deed of guarantee containing an irrevocable, full and unconditional guarantee by Comcast Corporation of the payment of principal and interest on each of the Notes, have been executed on 29 May 2019.
The Supplemental Trust Deeds reflect certain amendments to the Trust Deeds including, inter alia, the following provisions of Condition 10 (Events of Default): (c) (Cross Acceleration); (d) (Failure to pay other Indebtedness at Maturity) and (e) (Enforcement Proceedings), in each case, by deleting the words "the greater of U.S.$75,000,000 or its equivalent and 5 per cent. of Consolidated Net Tangible Assets (in each case as reasonably determined by the Trustee)" and replacing them with the amount "U.S.$450,000,000 or its equivalent", which represents approximately 5 per cent. of the Sky Group's Consolidated Net Tangible Assets as of June 30, 2018 which was £7,104,000,000 for the purposes of the Conditions. Capitalised terms used herein and not otherwise defined shall have the meanings given to them in Appendix 1 to the Consent Solicitation Memorandum dated 21 March 2019.
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"). Notice is given to the holders of the U.S.$350,000,000 6.500 per cent. Senior Unsecured Notes due 2035 (CUSIP: G1658KAB7/11778BAB8; ISIN: USG1658KAB73/US11778BAB80) that 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