Sky 24a Regulatory News (55AD)

NOTEHOLDER CONSENT SOLICITATIONS AND POTENTIAL GUARANTEE BY COMCAST CORPORATION

Released 12 April 2019

Sky Limited

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 ADJOURNED MEETINGS OF HOLDERS IN RESPECT OF CERTAIN SECURITIES

12 April 2019

Sky Limited (formerly known as Sky plc and British Sky Broadcasting Group plc) (the "Issuer") announced on 21 March 2019 invitations to the holders (the "Holders") of each of its

(a) outstanding €1,500,000,000 1.500% Guaranteed Notes due 15 September 2021 (Common Code: 110974124; ISIN: XS1109741246) under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2021 Notes"); and/or

(b) outstanding €1,000,000,000 2.500% Guaranteed Notes due 15 September 2026 (Common Code: 110974132; ISIN: XS1109741329) under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2026 Notes"); and/or

 (c) outstanding £300,000,000 6.000% Guaranteed Notes due 21 May 2027 (Common Code: 030167686; ISIN: XS0301676861) under the £5,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2027 Notes", and together with the 2021 Notes and the 2026 Notes, the "Main Market Notes"),

which are listed on the Official List of the Financial Conduct Authority and admitted to trading on the Main Market of the London Stock Exchange; and/or

(d) outstanding £450,000,000 2.875% Guaranteed Notes due 24 November 2020 (Common Code: 114197009; ISIN: XS1141970092) under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2020 FXD Notes"); and/or

(e) outstanding €600,000,000 Floating Rate Guaranteed Notes due on or about 1 April 2020 (Common Code: 121246791; ISIN: XS1212467911) under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2020 FRN Notes"); and/or

(f) outstanding €850,000,000 1.875% Guaranteed Notes due 24 November 2023 (Common Code: 114196991; ISIN: XS1141969912) under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2023 Notes"); and/or

(g) outstanding €500,000,000 2.250% Guaranteed Notes due 17 November 2025 (Common Code: 132142467; ISIN: XS1321424670) under the £5,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2025 Notes"); and/or

(h) outstanding £300,000,000 4.000% Guaranteed Notes due 26 November 2029 (Common Code: 114197017; ISIN: XS1141970175) under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2029 GBP Notes"); and/or

(i) outstanding €400,000,000 2.750% Guaranteed Notes due 27 November 2029 (Common Code: 114350290; ISIN: XS1143502901) under the £10,000,000,000 Euro Medium Term Note Programme of the Issuer (the "2029 EUR Notes", and together with the 2020 FXD Notes, the 2020 FRN Notes, the 2023 Notes, the 2025 Notes, the 2029 GBP Notes and the Main Market Notes, the "Notes"),

which are listed on the Official List of the Irish Stock Exchange (trading as Euronext Dublin) and admitted to trading on the Global Exchange Market of the Irish Stock Exchange (trading as Euronext Dublin),

to consent to amendments to the Trust Deeds and the terms and conditions of the Notes to, inter alia, (i) amend 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 by 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 and remove references to "IFRS" and replace them with "US GAAP" and make certain other related changes, and (ii) for the holders of the Main Market Notes, consent to the transfer of the listing of the Main Market Notes from the Main Market of the London Stock Exchange plc (the "London Stock Exchange") to the Professional Securities Market of the London Stock Exchange (the "PSM") and upon completion of such transfer, the entering into of a guarantee by Comcast Corporation ("Comcast") in respect of the Notes (the "Consent Solicitations"). The Consent Solicitations were made on the terms and subject to the conditions set out in a consent solicitation memorandum dated 21 March 2019 (the "Consent Solicitation Memorandum") and prepared by the Issuer. Capitalised terms used herein and not otherwise defined shall have the meanings given to them in the Notice of Meeting dated 21 March 2019 and/or the Trust Deeds.

Meetings of the Holders (the "Meetings") were held on 12 April 2019. The Meetings in respect of the 2021 Notes, 2026 Notes, 2020 FXD Notes, 2020 FRN Notes, 2023 Notes and 2025 Notes were adjourned due to lack of a quorum and the chairman of such Meetings decided to adjourn such Meetings of the Holders to consider and, if thought fit, pass the Extraordinary Resolutions. An adjourned meeting (the "Adjourned Meeting") in respect of each of the 2021 Notes, 2026 Notes, 2020 FXD Notes, 2020 FRN Notes, 2023 Notes and 2025 Notes to consider and if thought fit pass the Extraordinary Resolutions will be held on 26 April 2019 at the offices of Davis Polk & Wardwell, London LLP, 5 Aldermanbury Square, London, EC2V 7HR from 10.00 a.m. (London time), with the subsequent Adjourned Meetings (proceeding in the order of the relevant Notes listed on page 1) being held as soon thereafter as the preceding Adjourned Meeting has been concluded. A quorum at the Adjourned Meeting shall be two or more Holders (subject as provided below) or their agents in person, representing in the aggregate any proportion of the relevant series of Notes.

The Consent Solicitations

The purpose of the Consent Solicitations is to pass Extraordinary Resolutions (as defined below) which will permit the Issuer to make certain amendments to the Trust Deeds and the terms and conditions of the Notes and to procure the transfer of the listing of the Main Market Notes from the Main Market of the London Stock Exchange to the PSM.

The approval of the Holders is also sought for any other consequential and necessary modifications in respect of the rights of Holders of the Notes against the Issuer, whether such rights arise under the terms and conditions of the Notes, the Agency Agreement, the Trust Deed or otherwise, involved in, resulting from or to be effected by the transfer of the Main Market Notes to listing on the PSM.

Each Consent Solicitation is made on the terms and subject to the conditions contained in the Consent Solicitation Memorandum. At each Adjourned Meeting, the relevant Extraordinary Resolutions will be considered by the Holders of the relevant Notes only. However, the implementation of each Extraordinary Resolution for any series of Notes is conditional on (i) the Extraordinary Resolution having been passed in relation to such series of Notes, (ii) the Extraordinary Resolution having been passed in relation to all three series of the Main Market Notes and (iii) the General Conditions having been satisfied or waived.

In the event the Consent Solicitations succeed and the Extraordinary Resolutions are approved and the transfer of the Main Market Notes is implemented, a full, unconditional and irrevocable guarantee in respect of each series of the Notes (the "Potential Guarantee") will be executed by Comcast (the "Potential Guarantor") within 90 days from the date of transfer of the listing of the Main Market Notes to the PSM, subject to applicable law, receipt of requisite corporate authorisations and any other approvals the Issuer will procure.

The Potential Guarantee confers a benefit upon all the holders of the Notes which will be in addition to all other rights, benefits and protections provided to the holders under the existing Trust Deeds. All existing rights, benefits and protections provided under the existing Trust Deeds will continue to remain in force. In particular, the Notes will continue to benefit from the guarantees given by the existing guarantors of the Notes in accordance with the terms and conditions of the Notes and the terms of the Trust Deeds.

In addition, Comcast will, at the same time, provide a guarantee on substantially the same terms as the Notes in respect of the other outstanding notes issued by the Issuer or by Sky Group Finance plc (formerly known as BSkyB Finance UK plc) which are admitted to trading on the PSM and/or the Global Exchange Market of the Irish Stock Exchange (trading as Euronext Dublin) (the "New York Notes"). The Notes and the New York Notes are listed in the Appendix to this announcement.

Background to and reasons for the Consent Solicitations

Following the acquisition of the Issuer by Comcast, Comcast continues to explore ways to improve efficiencies, including simplifying Comcast's capital structure and streamlining its ongoing financial reporting obligations.

Upon the passing and implementation of the proposals presented to Holders and the completion of the transfer of the listing of the Notes to the PSM, the Issuer will no longer be required to publish consolidated financial results at the Issuer level. Comcast expects to report the operating results of the Issuer and its direct and indirect subsidiaries in its U.S. annual and interim consolidated financial statements as a reportable business segment, and such reports will be available at www.sec.gov and on Comcast's website. Such information will be prepared in accordance with U.S. GAAP in accordance with the accounting requirements for segment level reporting and will be less comprehensive than a full set of financial statements prepared for the Issuer. There is no certainty that the Issuer and its direct and indirect subsidiaries will remain a distinct reporting segment of Comcast.

Proposed Consents

The Issuer is requesting consents from the Holders to pass, at separate adjourned meetings of the holders of each of the relevant series of Notes (the "Adjourned Meetings")), extraordinary resolutions (each an "Extraordinary Resolution") authorising, inter alia, (i) that the Issuer make certain amendments to the Trust Deeds and the terms and conditions of the Notes, (ii) the transfer the listing of the Main Market Notes to the PSM and (iii) the entering into of the Potential Guarantee by Comcast in respect of the Notes.

The implementation of each Extraordinary Resolution for any series of Notes is conditional on (i) the Extraordinary Resolution having been passed in relation such series of Notes, (ii) the Extraordinary Resolution having been passed in relation to all three series of the Main Market Notes and (iii) the General Conditions having been satisfied or waived.

Further details of the rationale for and the terms of the Consent Solicitations can be found in the Consent Solicitation Memorandum. Notices of Adjourned Meetings will be delivered to the Clearing Systems for communication to Direct Participants and adjourned meetings will be announced via the Regulatory News Service of the London Stock Exchange ("RNS") and the Officially Appointed Mechanism of the Irish Stock Exchange ("OAM"). From this date, Consent Instructions may be delivered by a Holder.

Key Dates

The Adjourned Meetings will be held at the offices of Davis Polk & Wardwell London LLP, 5 Aldermanbury Square, London EC2V 7HR on 26 April 2019. The initial Adjourned Meeting (in respect of the 2021 Notes) will commence at 10.00 a.m. (London time), with the subsequent Adjourned Meetings (proceeding in the order of Notes listed on page 1) being held as soon thereafter as the preceding Adjourned Meeting has been concluded. The deadline for delivery of Consent Instructions will be 10.00 a.m. (London time) on 24 April 2019 (the "Expiration Deadline").

Extraordinary Resolutions to be passed without the benefit of the votes of Ineligible Holders

The implementation of each Consent Solicitation and the related Extraordinary Resolution will be conditional on the quorum required for, and the requisite majority of votes cast at, the relevant Adjourned Meeting being satisfied solely by the participation of Eligible Holders. Accordingly, notwithstanding any other provision of the Consent Solicitation Memorandum, the Issuer will not implement the proposals contained in the Consent Solicitation Memorandum, even if the Extraordinary Resolutions are passed, unless it is content that each Extraordinary Resolution was passed without the benefit of any votes cast by Ineligible Holders, or would still have been passed even if any such votes are disregarded. For these purposes, the Issuer will not implement the proposals contained in the Consent Solicitation Memorandum in either of the following circumstances: (a) had any such votes by Ineligible Holders not been cast, a quorum would not have been present at the relevant Adjourned Meeting; or (b) had any such votes by Ineligible Holders not been cast, less than three-fourths of the votes cast would have been in favour of the relevant Extraordinary Resolution.

Any Holder of Notes that participates in the Consent Solicitation and who is either (1) a U.S. person or acting for the account or benefit of any U.S. person or (2) located in the United States and in each case not a qualified institutional buyer ("QIB") (within the meaning of Rule 144A under the United States Securities Act of 1933, as amended) must specify such fact in its Consent Instruction for such Consent Instruction to be considered valid.

Amendment and Termination

The Issuer reserves the right, in its sole and absolute discretion, but subject to applicable laws and the meeting provisions in the Trust Deeds, to extend, withdraw, amend or terminate any or all of the Consent Solicitations (other than the terms of the Extraordinary Resolutions) as described in the Consent Solicitation Memorandum.

The Issuer will promptly give oral or written notice (with any oral notice to be promptly confirmed in writing) of any extension, amendment, termination or waiver to the Tabulation and Information Agent, followed by an announcement thereof as promptly as practicable, to the extent required by the Consent Solicitation Memorandum or by law.

Expected Timetable

The above times and dates are subject, where applicable, to the right of the Issuer to extend, amend, waive any condition of and/or terminate any or all of the Consent Solicitations (other than the forms of the Extraordinary Resolutions). Holders are advised to check with any bank, securities broker or other intermediary through which they hold their Notes when such intermediary would need to receive instructions from a Holder in order for such Holder to participate in, or (in the limited circumstances in which revocation is permitted) to validly revoke their instruction to participate in, the Consent Solicitations and/or the Adjourned Meetings, by the deadlines specified above. The deadline set by any such intermediary and each Clearing System for the submission and (where permitted) revocation of Consent Instructions will be earlier than the relevant deadlines above. 

Further Information

A complete description of the terms and conditions of the Consent Solicitations is set out in the Consent Solicitation Memorandum. A copy of the Consent Solicitation Memorandum is available to Eligible Holders upon request from the Tabulation and Information Agent. Notices of Adjourned Meetings will be delivered to the Clearing Systems for communication to Direct Participants and adjourned meetings will be announced through the RNS and OAM. From this date, Consent Instructions may be delivered by a Holder. Consent Instructions validly submitted in accordance with the procedures set out in the Consent Solicitation Memorandum shall remain valid for the relevant Adjourned Meeting.

Before making a decision on whether to participate in the relevant Consent Solicitation(s), Holders should carefully consider all of the information in the Consent Solicitation Memorandum and, in particular, the considerations described in "Risk Factors and other Considerations Relating to the Consent Solicitations".

Further details about the transaction can be obtained from:

The Tabulation and Information Agent

Lucid Issuer Services LimitedTankerton Works12 Argyle WalkLondon WC1H 8HAUnited Kingdom

Telephone: +44 20 7704 0880Attention: David Shilson / Alexander YangaevEmail: sky@lucid-is.com 

Person making this announcement

Chris Taylor, Company Secretary

Sky Limited

None of the Tabulation and Information Agent, the Trustee, the Principal Paying Agent, or in each case, any of their respective agents, affiliates, directors, members, employees or representatives, express any opinion on the merits of, or makes any representation or recommendation whatsoever regarding, the Consent Solicitations or the Consent Solicitation Memorandum (or the impact thereof on particular Holders) or makes any recommendation whether Holders should participate in the Consent Solicitations. No offer to acquire any Notes is being made pursuant to this announcement.

This announcement and the Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Consent Solicitations. If any holder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its broker, financial, tax or legal adviser (which is authorised under the Financial Services and Markets Act 2000, as amended if it is in the United Kingdom). Any individual or company whose Notes are held on its behalf by or through a custodian bank, securities broker or other intermediary must contact such entity if it wishes to participate in the Consent Solicitations.

The Consent Solicitations are not an offer of securities for sale or a solicitation of any offer to buy any securities in any jurisdiction, including in the United States. The Notes have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act and the applicable state or local securities laws.

APPENDIX

THE NOTES

£450,000,000 2.875% Guaranteed Notes due 2020 (ISIN: XS1141970092);

€600,000,000 Guaranteed Floating Rate Notes due 2020 (ISIN XS1212467911);

€1,500,000,000 1.500% Guaranteed Notes due 2021 (ISIN: XS1109741246);

€850,000,000 1.875% Notes due 2023 (ISIN: XS1141969912);

€500,000,000 2.250% Guaranteed Notes due 2025 (ISIN: XS1321424670);

€1,000,000,000 2.500% Guaranteed Notes due 2026 (ISIN: XS1109741329);

£300,000,000 6.000% Guaranteed Notes due 2027 (ISIN: XS0301676861);

£300,000,000 4.000% Guaranteed Notes due 2029 (ISIN: XS1141970175); and

€400,000,000 2.750% Guaranteed Notes due 2029 (ISIN: XS1143502901).

THE NEW YORK NOTES

$750,000,000 2.625% Notes due 2019 (ISIN: USG15632AQ89/US111013AM04);

$800,000,000 3.125% Notes due 2022 (ISIN: USG15632AN58/US111013AK48);

$1,250,000,000 3.750 Notes due 2024 (ISIN: USG15632AP07/US111013AL21); and

$350,000,000 6.500% Notes due 2035 (ISIN: USG1658KAB73/US11778BAB80).